HomeMy WebLinkAbout5.423 Original ContractAVIZENTTM
Frank Gates Service Co Attenta
Mr. Bob Coons
Human Resources Manager
City of Port Angeles
321 East Fifth Street
Port Angeles, WA9 8362 -0217
Dear Mr. Coons,
Enclosed for you records is a fully executed original of the above referenced
agreement. I substituted a new page 7 that did not delete the incorporation of Exhibit B into
the Agreement. If you have any questions or concerns, or need anything further, please do
not hesitate to contact me.
Enclosure
cc:
Re: Fully Executed Workers' Compensation Self Insurance Service Agreement
The Frank Gates Service Company and City of Port Angeles
RISK MANAGEMENT. WITHOUT THE RISK.
May 11,2010
Very truly yours,
Michelle P. Metzger
Mailing Address Tel 800 777 4283
P 0 Box 182364 Fax 614 793 5400
Columbus, OH 43218 -2364 Web AVIZENTRISK com
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HUMAN RESOURCES
WORKERS' COMPENSATION SELF INSURANCE
SERVICE AGREEMENT
THIS WORKERS' COMPENSATION SELF INSURANCE SERVICE AGREEMENT
(the "Agreement is entered into this 9 day of L 2010 by and between
THE FRANK GATES SERVICE COMPANY, d/b /zent, "Avizent an Ohio corporation,
with its principal place of business located at 5000 Bradenton Avenue, Dublin, Ohio 43017, and
CITY OF PORT ANGELES, WA "Employer its principal place of business located at 321 East
5th Street, Port Angeles, WA 98362 -0217.
RECITALS
WHEREAS, Employer maintains a self insurance program, including workers'
compensation and other benefits, for the benefit of its employees in the state of Washington; and
WHEREAS, Avizent provides consultation and administration services with respect to
workers' compensation self insurance matters; and
WHEREAS, Employer is desirous of contracting with Avizent for the performance of
consultation and administration services with respect to its self insurance program; and
WHEREAS, Avizent is desirous of performing such services for Employer.
PROVISIONS
NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. Term of Agreement. The term of this Agreement shall be for a three (3) year period
effective beginning January 1, 2010 and ending December 31, 2012, "Initial Term on the terms
and conditions set forth in this Agreement.
(a) Upon expiration of the Initial Term, this Agreement shall automatically renew itself
for successive one (1) year periods "Subsequent Term unless written notice to
the contrary is provided by either party at least ninety (90) days prior to the
expiration of the then current term of this Agreement.
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(b)
Upon the occurrence of a material breach or default as to any obligation hereunder
by either party and the failure of the breaching party to cure (within thirty (30) days
after receiving written notice thereof from the non breaching party) such material
breach or default, this Agreement may be terminated by the non breaching party by
giving written notice of termination to the breaching party, such termination to be
immediately effective upon the giving of such notice of termination, without
recourse to any court or tribunal.
2. Services to be Provided. Avizent shall provide the following administrative
services to Employer (the "Services
(a) Recommending to Employer procedures required for prompt reporting and
recording of all occupational injuries and diseases. It shall provide claim forms for
reporting such injuries or diseases to the proper state claim administrative agency.
(b) Evaluating claims and recommending to Employer their proper disposition.
(c) If applicable, reviewing claims for determination of possible relief from charges
under the provisions pertaining to handicapped employees, or other applicable
credits or refunds.
(d) Maintaining complete records (hard copy and/or computerized) on all reported
claims on behalf of and as custodian for Employer. At Employer's request and for
an implementation fee to be determined, Avizent will examine all claims relating to
injuries or occupational diseases arising prior to the effective date of this
Agreement, enter such claims into Employer's claim data and assist in the
management and control of said claims.
(e) Submitting a monthly report to Employer of workers' compensation expenditures.
Such reports shall contain and summarize all expenditures made and estimates of
all known future liabilities based upon facts available.
(f)
(g)
Preparing and delivering all appropriate benefit payments (indemnity and medical)
utilizing an agreed -upon payment method (check or voucher). Employer will be
responsible for all expenses relating to checking account maintenance, including
check or voucher stock.
Recommending a panel of qualified physicians, surgeons and other specialists for
the treatment of employees sustaining an occupational injury or disease in the states
which require or permit such panels. It shall review physician's findings, consult
with doctors to resolve medical questions and, if requested by Employer, arrange
for and monitor rehabilitation services. It shall review, or cause to be reviewed by a
subcontractor as an allocated expense, medical bills for compliance with fee
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(h) Upon request by Employer, recommending attorneys to assist Employer in any case
where representation is desired, and consulting with and furnishing available claim
information to any attorney chosen to represent Employer.
(i)
schedules where appropriate and/or reasonable, customary and payable under the
applicable state workers' compensation act.
Upon request by Employer, furnishing information maintained by Avizent to
Employer for assistance in Employer making third party claims and reporting
appropriate losses and details therein to Employer's excess insurance carrier.
(j) Meeting periodically with Employer at mutually agreeable times to review all open
indemnity claims, discussing estimated liabilities and claim management strategies.
(k) Consulting with Employer on matters pertaining to self insurance at times deemed
necessary by Employer or its consultants.
(1) Assisting Employer in the preparation and submission of all state required forms
related to Employer's workers' compensation claims.
(m)
Assisting Employer in the preparation and filing of such annual reports for self
insured risks as required by the appropriate state agency.
In addition to the Services and post termination Services set forth below, upon request and for an
additional fee as mutually agreed upon by the parties, Avizent will provide additional
administrative services to Employer to further assist Employer in administering Employer's self
insurance program. The additional administrative functions may include claims services provided
for claims incurred by Employer prior to the effective date of this Agreement.
3. Continuation of Services. In the event this Agreement is terminated, Avizent will
continue to administer any qualified claims or losses remaining open, where appropriate, provided
that Employer shall continue to make adequate funds available for the payment of such qualified
claims or losses and any allocated loss expenses. The additional fee for this service shall be
negotiated and agreed upon prior to the effective date of termination. If the parties fail to reach
agreement regarding the additional fee for this service, Avizent shall not provide administrative
services for any open claims or losses. In addition, if Employer fails to make adequate funds
available for the payment of claims, losses or allocated loss expenses, Avizent shall have no
obligation to perform any further services and may terminate the Agreement immediately.
4. Employer Oblieation. Employer shall at all times make adequate funds available
for the payment of qualified claims or losses and any allocated loss expenses. It is expressly
understood that Avizent shall not be required to advance its own funds or extend its own credit to
pay losses or allocated loss expenses for any claim administered hereunder, or to satisfy
Employer's legal, statutory or other obligations. Notwithstanding anything to the contrary
contained herein, if Employer fails to make adequate funds available for claims, losses or allocated
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loss expenses, Avizent may, at its sole option, immediately cease performing administrative
services.
5. Fees. In consideration of the Services provided, Employer shall pay Avizent a fee
for said Services in accordance with the schedule and terms attached hereto as Exhibit A, Service
Fees. Employer shall pay the Service Fees in advance within ten (10) days of receiving billing
therefore. Avizent's fees do not include taxes or governmental charges, and Employer will be
responsible for the payment of any applicable sales, use, value added, or other tax or government or
regulatory agency charge imposed based on Services provided hereunder, exclusive of net income
or corporate franchise taxes. Late payments are subject to a service charge of 1 %2 per month
(18% ANNUAL RATE). Employer shall reimburse Avizent upon demand for all reasonable costs
(including attorney's fees) incurred in collecting past due amounts owed by Employer, and such
costs shall accrue interest from the date first due.
6. Amended Fees. In the event that the business operations of Employer expand or
contract to such an extent that the need for Services are significantly affected, the Service Fees may
be renegotiated at any time during the term of this Agreement based upon good faith shown by
either party that the Service Fees are inequitable. In addition, Avizent may increase the Service
Fees applicable to any term of this Agreement (other than the Initial Term) by providing written
notice to Employer of such increase at least thirty (30) days prior to expiration of the then current
term of this Agreement.
7. Indemnification. Employer shall hold harmless and indemnify Avizent and its
directors, officers, agents, and employees from and against any and all claims, demands, losses,
liabilities, obligations, damages, costs, and expenses (including court costs and reasonable
attorneys' fees) arising out of or in connection with the breach of this Agreement or the unlawful or
negligent conduct of any and all agents or employees of Employer.
Avizent shall hold harmless and indemnify Employer and its directors, officers, agents, and
employees against and from any and all claims, demands, losses, liabilities, obligations, costs, and
expenses (including court costs and reasonable attorney's fees) arising out of or in connection with
the breach of this Agreement or the unlawful or negligent conduct of any and all agents or
employees of Avizent.
The party to be indemnified shall give the indemnifying party prompt and reasonable
notice of claims, demands, losses, liabilities, obligations, damages and expenses in any form that
are brought or threatened against that party and for which it seeks indemnification hereunder.
The party to be indemnified shall provide reasonable assistance in the defense of said actions for
which the indemnifying party shall bear the expense.
8. Return of Information upon Termination. Upon the termination of this Agreement,
at Employer's expense, Employer shall be entitled to the return of all hard copy claim files and any
computerized claim identification and payment data, excluding any computer hardware, software,
firmware or other proprietary information of Avizent. Avizent, its employees, agents or attorneys
shall be entitled to inspect such files prior to their return to Employer and make copies or extract
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information there from. If Employer does not request the return of such files within sixty (60) days
after termination of this Agreement, they may be destroyed at Avizent's option, subject to the
regulations of the appropriate state agency or regulatory authority, and Employer shall have no
recourse against Avizent for such destruction.
9. Confidentiality. Subject to the applicable laws, rules and regulations of the State of
Washington, each party acknowledges that it may receive confidential or proprietary information or
trade secrets (collectively "Confidential Information of the other party. Each party acknowledges
that information and documents regarding claims, including but not limited to personally
identifiable health, financial, identity or other personal information shall constitute "Confidential
Information." Each party agrees: (a) to hold such Confidential Information in confidence and to
protect such Confidential Information with at least the same degree of care as it normally exercises
to protect its own Confidential Information of a similar nature; (b) to use such Confidential
Information solely for the purpose of performing its obligations under this Agreement; (c) to
reproduce such Confidential Information only to the extent necessary for such purpose; and (d) to
restrict disclosure of such Confidential Information to only those employees, officers, directors,
consultants, subcontractors and agents with a need to know for the purposes of performing its
obligations under this Agreement. These restrictions on the use or disclosure of Confidential
Information shall not apply to any Confidential Information (x) after it has become generally
available to the public without breach of this Agreement; (y) which is disclosed by a party under
legal process (with reasonable notice to the other party in order to permit such other party to
exercise any rights it may have under applicable law to prevent or limit such disclosure); or (z)
which a party agrees in writing is free of such restrictions.
10. Compliance with Laws. The Services provided pursuant to this Agreement shall be
in compliance with the laws, rules and regulations of the state in which the Services are provided,
as well as any applicable federal laws, rules or regulations. The Services provided shall specifically
exclude any services which now or in the future may be deemed to be the practice of law. Avizent
shall in no event give any legal opinion or provide any legal representation to Employer.
Moreover, Avizent does not act as an insurer for Employer, and this Agreement shall not be
construed as an insurance policy.
11. Entire Agreement. This Agreement supersedes all previous contracts between
Avizent and Employer, written or oral, and constitutes the entire understanding and agreement of
the parties hereto and shall not be modified, amended or revoked except by the express written
consent of the parties hereto.
12. Notice. Any notice to Avizent under this Agreement shall be sufficient if sent via
certified or express mail (with capacity to demonstrate receipt) and addressed to:
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Avizent
Attn: Mark McCarthy, General Counsel
5000 Bradenton Ave.
Dublin, OH 43017
5
Any notice to Employer under this Agreement shall be sufficient if sent via certified or express
mail (with capacity to demonstrate receipt) and addressed to:
City of Port Angeles, WA
321 East 5 Street
Port Angeles, WA 98362 -0217
Notice shall be validly given by either party to the other if directed to any other person or address
either party may from time to time specify.
13. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Washington.
14. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which shall constitute one and the same instrument.
For purposes of this Agreement, the parties agree that counterparts signed and transmitted by
facsimile, email or similar means shall be treated as an original document and shall have the same
effect as an original signature on an original document for all purposes, including, but not limited
to, execution of this Agreement and enforcement of the same.
15. Severability. If any provision of this Agreement is found to be unenforceable by a
final order of a court of competent jurisdiction, the provision so affected shall be limited only to
the extent necessary to permit compliance with the minimum legal requirement, and all such
other provisions of this Agreement shall continue in full force and effect.
16. Contract Modification for Prosnective Le2a1 Events. In the event that any state or
federal law(s) or regulation(s), now existing or promulgated after the effective date of this
Agreement, is interpreted by judicial decision, regulatory agency or legal counsel for both parties
in such a manner as to indicate that the structure of this Agreement or any term hereof may be in
violation of such law(s) or regulation(s), the parties shall amend this Agreement as necessary.
To the maximum extent possible, any such amendment shall preserve the underlying economic
and financial arrangements between the parties.
17. Non Waiver of Agreement Provisions. The failure of any of the parties to insist in
any one or more instances upon a strict performance of any provision of this Agreement or to
exercise any option contained herein shall not be construed as a future waiver or relinquishment of
such provision, but the same shall continue and remain in full force and effect.
18. Insolvency. In addition to all other rights and remedies available to the parties
pursuant to this Agreement and applicable law, either party may terminate this Agreement, upon
notice to the other, in the event a party is or becomes insolvent, or is the subject of or commences
any regulatory or judicial proceeding for administrative oversight, dissolution, liquidation,
bankruptcy, receivership or similar action.
19. Miscellaneous.
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(a) Employer and Avizent each acknowledge and agree that this Agreement has been
negotiated and entered into in good faith and at arms' length; that, in the
negotiation and drafting of this Agreement that it has been represented by and has
relied upon the advice of counsel of its choice; that its counsel has had a
substantial role in the drafting and negotiation of this Agreement; and therefore,
that any rule of construction that any ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Agreement.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.
(c) In the performance of its obligations called for in this Agreement, Avizent may
subcontract certain services to third -party vendors or related companies. Avizent
pledges in its awarding of any services to a third -party vendor that all contracts are
awarded based on need, price, quality, service and in a fair manner serving the
best interest of Employer. Avizent may receive an administrative or service fee
from a subcontractor to reimburse Avizent for additional expenses incurred in
support of the third -party agreement.
(d) Avizent may use any affiliate in the performance of its obligations under this
Agreement, and the rights of Avizent under this Agreement shall inure to the
benefit of any such affiliate.
(e) The offer represented by this Agreement shall automatically expire if said offer is
not accepted by Employer, by execution of this Agreement, within sixty (60) days
after receipt hereof.
(f) Except with the other party's written consent, for the term of this Agreement and
for a period of twelve (12) months thereafter, neither party may hire as an
employee or consultant any employee of the other party. For the purpose of this
section an "employee of the other party" is any current employee or any employee
who has terminated employment within the last twelve (12) month period. In the
event a party breaches this covenant of non solicitation and non employment, the
non breaching party shall be entitled to recover the amount of one (1) times the
annual salary per employee as liquidated damages. The parties further agree that
in any action brought on account of any alleged breach of this covenant, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
court costs.
20. Grant of License.
(a) Subject to the terms and conditions of this Agreement, and the execution of the
Software Nondisclosure and Confidentiality Agreement attached hereto as
Exhibit B, and made a part hereof, Avizent hereby grants, and Employer hereby
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non exclusive, non transferable license to use the computer software program,
VISUAL Reports Studio.
(b) The license granted hereunder is on a per user basis which is detailed in Exhibit
A, Service Fees and is offered as an optional service to Employer. In the event
Employer desires to use the software programs for more than the agreed to
number of users, Employer shall be charged for the additional license, plus any
costs associated therewith.
(c) Avizent represents and warrants that it has the right to grant the license specified
in this section. Avizent will defend, indemnify and hold harmless Employer and
its directors, officers and employees against any and all loss, liability, claim,
damage and expense arising out of any claim that Employer's use of the software
licensed under this section violates any third party's patent, copyright or other
intellectual property rights in such software.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written.
THE FRANK GATES SERVICE COMPANY CITY OF PORT ANGELES, WA
B .,-4 By: ie606 ('d0A✓S
Name: 1?,— Name:
Title: /i.. Title: /-yir/,n a• J ecce_ rl yar44 .L
v
Date: �l� Date:
8
Service Fee: Employer agrees to pay Avizent for Services rendered an Estimated Annual Fee of
$16,860.00, payable at $4,215.00 per quarter in advance, with an annual adjustment should the
actual activity increase by more than ten percent (10 above the estimated activity shown in the
schedule below. All billings, including any additional billing at the completion of the Initial and
Subsequent Term(s), shall be payable within ten (10) days of receipt of billing for services.
EXHIBIT A
SERVICE FEES
SELF INSURED WORKERS' COMPENSATION SERVICE PROGRAM
Company Name: CITY OF PORT ANGELES, WA "Employer
State: Washington
Initial Term of Service Agreement: January 1, 2010 through December 31, 2012.
12 MONTHS CLAIMS ADMINISTRATIVE SERVICES PRICING
Annual Account Administration Fee
12 New Indemnity Claims* Processed $645.00 Each
18 New Medical Only Claims Processed $155.00 Each
10 Open Indemnity Claims $475.00 Each/Year
Estimated Annual Fee
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$1,580.00
$7,740.00
$2,790.00
$4,750.00
$16,860.00
The $645.00 rate applies to any new Indemnity Claim processed during the term of the
Agreement for a period of twelve (12) months from the date the claim is added to Avizent's
electronic claims system. Any such new Indemnity Claim processed during the term of the
Agreement that remains open for more than twelve (12) months from the date the claim is added
to Avizent's electronic claims system shall be managed at the rate of $475.00 per open Indemnity
Claim each year thereafter.
The Annual Fee includes Bronze level access to VISUAL Reports Studio for one (1) Users, the
claim reporting and analysis website offered exclusively by Avizent. Through VISUAL Reports
Studio, claims data is available 24 hours a day, 7 days a week. User name and password
protection ensures only authorized users access the website and view only their data. Secure
Socket Layers encryption protects all data transmissions from unauthorized viewing. With the
Bronze level access, regularly scheduled reports are posted to VISUAL Reports Studio
periodically (monthly, quarterly, annually) and e -mail reminders notify users when reports are
available. Reports are stored in Acrobat PDF format and can be viewed, searched, printed and
downloaded, and users can print only the pages and number of copies needed.
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The following fees and expenses shall be billed and paid through each individual claim file as an
allocated expense.
Medical Fee Bill Review Services and PPO Network Access Employer agrees to pay Avizent
a fee rate of $1.30 per line per medical and pharmacy bill processed, with a two (2) line header
per bill. Medical fee bill review includes review and reduction of medical charges to state fee
schedule levels and review for duplicate charges. Employer further agrees to participate in
Avizent's nationwide PPO network offering including pharmacy network and out of network
negotiation services with any savings /reductions below state fee schedules or other enhanced
savings subject to a fee rate of thirty percent (30 of any such savings.
Enhanced Savings Avizent, at its sole discretion, may review bills for enhanced savings to
include reductions for unbundling, fragmentation, usual and customary rates, up- coding, correct
coding initiatives, and/or may refer bills for physician or nurse review and audit. All enhanced
reductions achieved are subject to a fee rate of thirty percent (30 of the net savings below state
fee schedule or usual and customary rates.
State Medical EDI Reporting Employer agrees to pay Avizent a fee equal to the lesser of an
additional (1) line header or $1.30 per bill in jurisdictions that require Medical Electronic Data
Interchange (EDI) reporting.
Electronic Billing (E -Bill) Employer agrees to pay Avizent an additional fee equal to the
lesser of an additional (1) line header or $1.30 per bill in jurisdictions requiring E- Billing.
Second Injury Recovery Services (Charged to Claim File as an Allocated Expense)
Employer agrees to pay Avizent a fee for the management of non litigated second injury recovery
issues in specific claims of twenty -five percent (25 of the recovery amount. Avizent shall
obtain prior approval from Employer before pursuing, denying or finalizing any second injury
recovery issue.
Pharmacy Benefit Management Services Employer agrees to participate in Avizent's
Pharmacy Benefit Program (PBM) subject to a fee rate of $1.40 per bill /prescription for medical
fee bill adjudication and audit services, without any header fee. Pharmacy bills outside the PBM
network are subject to the same medical fee bill adjudication per line or per bill rates of $1.40 per
line and the same percentage of savings of thirty- percent (30 for PPO savings /reductions.
The Annual Fee shall be subject to review, with the activity rates and the annual account
administration fee subject to an automatic three percent (3 increase at the completion of the
first and second twelve (12) month periods within the three (3) year term of the Agreement.
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c'siwt': A
The Annual Fee include the following services that are not charged to the individual claim file as
additional fees payable to Avizent:
1. All settlement issues;
2. Preparation of 1099 Forms;
3. Preparation for all claim audits and attendance at claim audits;
4. All litigated issues and attendance at administrative hearings where appropriate or
required;
5. Management of catastrophic claims;
6. Quarterly service /claim meetings;
7. Local account coordination duties performed by our adjusters coordinating all claim
activities between Employer's corporate, regional and office personnel;
8. Account Executive duties including, but not limited to, coordination of quarterly
claim meetings, periodic corporate visits, general account coordination and
coordination of periodic educational /training seminars for managers;
9. Bank Account Management, including, but not limited to, deposit /check coordination,
balancing and reconciliation, stop payments and refunds. Employer shall be
responsible for all bank account service fees;
10. All standard reports provided electronically, including monthly check register and
claim activity reports that are accessed through the Internet using Avizent's VISUAL
Reports Studio;
11. Assistance in and data collection for jurisdictional renewals;
12. Web/Internet reporting of claims; and
13. Identification and pursuit of subrogation and excess recovery issues.
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1. A telephone claim/incident reporting system at $25.00 per call or reported incident, and $9.00
per non -report calls. Reporting claims through Avizent's web -based intake system is $0.00.
2. The processing of Record Only Claims at the rate of $35.00 per reported incident.
3. Data download/export at $250.00 per transmission, whether magnetic tape, diskette, or
electronic medium.
4. Each VISUAL Reports Studio, Silver Level User at the rate of $100.00 per month invoiced
annually in advance at $1,200.00 each year.
5. All claim and financial reports shall be provided electronically through the Internet (VISUAL
Reports Studio). Hard copy claim and financial reports are available to Employer at the rate
of $100.00 per requested report, whether monthly, quarterly or otherwise.
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The following represents services that may be obtained on behalf of Employer and are billed and
paid for through each individual claim as an allocated expense (Expense Column). Avizent shall
not proceed with these services without prior discussion and authorization from Employer.
(a) Fees to attorneys for litigated and potentially litigated claims and for attorney
representation at hearings, pretrial conferences or similar proceedings;
(b) Fees to court reporters;
(c) All court costs, court fees and court expenses;
(d) Pre -and post judgment interest paid as a result of judgments;
(e) Fees for service of process;
(f) Costs of undercover operative and detective services;
(g) Costs for employing experts for the preparation of maps, professional photographs,
accounting services or records, chemical or physical analysis, diagrams, appraisals, or
similar documents;
(h) Costs for employing experts for their advice, opinions or testimony concerning claims
under investigation or in litigation or for which a declaratory judgment is sought;
(i) Costs for obtaining independent medical examination and/or evaluation for
rehabilitation and/or to determine the extent of Employer liability;
(j) Costs of legal transcripts of testimony taken at coroner's inquests, criminal or civil
proceedings;
(k) Costs for legal transcripts or copies of public records and/or medical records;
(1) Costs of depositions and court reported and/or recorded statements;
(m) Costs and expenses related to the pursuit of second injury recovery rights, and litigated
subrogation and excess recovery;
(n) Costs of engineers, handwriting experts and/or any other type of expert used in the
preparation of litigation and/or used on a one time basis to resolve disputes;
(o) Managed Care Services including, but not limited to, the following services:
1. Utilization Review Services
2. Light Duty and Return-to -Work Programs
3. Medical and Hospital Bill Audit Services
4. Medical Case Management and Vocational Case Management Services
5. Pharmacy Benefit Management Services
(p) Costs for the reporting of claims (First Report of Injury) by telephone (Toll Free) or
transmitted through the Internet;
(q) Costs associated with claims indexing and OFAC reporting;
(r) State mandated EDI Reporting on a per transaction cost to the claim file for all states
which mandate the EDI reporting of either the First Report of Injury (FROI) and/or the
Subsequent Report of Injury (SROI); and
(s) Any other similar cost, fee or expense reasonably chargeable to the investigation,
negotiation, settlement or defense of a claim or loss to protect or perfect the subrogation
rights of Employer.
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For the purpose of this Agreement, the following definitions apply to the type of claims
processed and fee structure options.
Medical Only Claim: A Medical Only Claim is defined as any accident resulting in minor
injury that requires routine medical treatment where total medical payments do not equal or
exceed $2,500.00 and no payments of indemnity (disability) benefits are made.
Indemnity Claim: An Indemnity Claim is defined as any claim resulting in the payment of
compensation (any type of disability) benefits, any claim that requires investigation for
subrogation, any contested claim involving disputed or questionable issues, any claim requiring
intensive medical management regardless of lost time days, any claim that requires settlement
negotiations, or any claim that equals or exceeds $2,500.00 in medical payments.
Record Only Claim: A Record Only Claim is defined as any accident resulting in no apparent
injury and no medical treatment, excluding first aid. There are no billings for payment of
medical services by a physician, hospital, or any other provider that submits medical bills for
treatment.
12 Months Claims Administrative Services: Refers to the management of any new Indemnity
Claim processed during the term of the Agreement for a period of twelve (12) months from the
date the claim is added to Avizent's electronic claims system. Any such Indemnity Claim
processed during the term of the Agreement that remains open for more than twelve (12) months
from the date the claim is added to Avizent's electronic claims system shall be managed at the
rate set forth above for open Indemnity Claims. If the Agreement is terminated or cancelled, all
claims remaining open shall be managed at either an agreed annual fee rate per claim, at time and
expense, or returned to Employer, as mutually agreed upon by the parties.
Tail Claims: Refers to all Indemnity and Medical Only Claims remaining open after the claims
management obligation for fee arrangements other than Life of Claim have been satisfied. The
claims shall be managed at either an agreed annual fee rate per claim, at time and expense, or
returned to Employer, as mutually agreed upon by the parties
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13
This Software Nondisclosure and Confidentiality Agreement (the "Software Agreement is
entered into as of this 7 day of 2010, by and between The Frank Gates Service
Company, doing business as Avizen its affiliates and related companies (collectively
"Avizent with its principal place of business located at 5000 Bradenton Avenue, Dublin, Ohio
43017, and CITY OF PORT ANGELES, WA (the "User its principal place of business
located at 321 East 5 Street, Port Angeles, WA 98362 -0217, (collectively the "Parties
WHEREAS Avizent provides consultation and administrative services with respect to
workers' compensation and general liability matters;
WHEREAS Avizent, as part of its consultation and administrative services, may provide
access to software programs, including but not limited to, VISUAL Claims Studio.net Workers'
Compensation Module, VCS /G2000 Claims, VCS /Gates2000 Payments, ALGL Crown, ALGL
Ohio Schools, ALGL Crown Payments, ALGL Ohio Schools Payments, Atlantis, Dolphin,
VISUAL Reports Studio, MAS500, Cyprus, VIS (Imaging), EDA, GRIT, AR System, SLP,
and/or FAS 100 (hereinafter collectively "Software and
WHEREAS the User is desirous of obtaining access to and using the Software;
NOW, THEREFORE; in'consideration.of Avizent providing. the User access to and-use of
the Software, the mutual promises contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Nondisclosure and Confidentiality. Use of the Software may provide the User with access to
personal identification information that is not publicly available, including,. but not limited to,
confidential or privileged information relating to an individual's injuries, claims information,
medical conditions, treatments, personnel records, financial information and individually
identifiable health or other information, such as name, address and social security number, as
well as other information that is considered confidential by federal, state, or local law or
regulation (hereinafter "Confidential Information The User agrees and represents that it shall
implement adequate safeguards, systems and procedures necessary to ensure the security and
confidentiality, of Confidential Information, including without limitation: (1) requiring
employees, agents and any, other persons who may have access to the Software, whether
authorized orinot, to maintain the strict security and confidentiality of Confidential Information;
(2) immediately reporting to Avizent any unauthorized access, use, disclosure or interception of
Confidential~ Information; (3) implementing reasonable physical, administrative and
technological safeguards to prevent unauthorized access, use, disclosure or interception of
Confidential Information;, and (4) not accessing, using, disclosing or intercepting 'Confidential
Information _in. any: manner that would, be .considered a violation' of the information' privacy and
security,,provisions, of' applicable law, 'including but not `limited. to, the Health Insurance
Portability and Accountability Act and its regulations, as they may apply to Avizent or the User.
Rev 080109
EXHIBIT B
SOFTWARE NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
14
2. Right to Audit. The User hereby agrees that Avizent shall have the right to audit (or to
designate an independent third party to audit), during normal business hours, the safeguards,
systems, and procedures implemented by the User to ensure the security and confidentiality of
Confidential Information, and that the User will cooperate fully in providing Avizent access to
all information, documentation and systems necessary to conduct such an audit. Avizent shall
not be responsible for any time or miscellaneous costs incurred by the User in connection with an
audit. Such costs shall include, but not be limited to, costs associated with providing audit
reports, system access, and other information.
3. Access and Use. The User hereby agrees that Avizent shall have the right to deny the User
access to and use of the Software if Avizent reasonably believes that the User has or is not
complying with or is otherwise violating any of the terms of the Software Agreement, or any of
the terms of use required to be accepted by User prior to being given access to the Software.
4. Indemnification. The User agrees to indemnify, release, defend and hold harmless Avizent
from any and all claims, demands, losses, liabilities, damages, whether consequential, exemplary,
indirect, special or otherwise, lost profits, fees, costs and expenses, including reasonable
attorney's fees, of any kind whatsoever, resulting from or arising out of, directly or indirectly: (1)
the User's use of or inability to use this Software; (2) the User's reliance on the operation of the
Software or data or information contained within the Software; (3) any violation of these access
terms by the User or any person obtaining access to the Software through the User; (4) any
improper or unauthorized use of the Software resulting from User's violation of this Software
Agreement; (5) the access to, use or release of Confidential Information obtained by the User
through the Software or those obtaining access to Software through the User; or (6) damage to
User's equipment, hardware or software due to use of the Software.
5. Miscellaneous. The rights and obligations of the Parties under this Software Agreement shall
be governed by the laws of the state of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Software Agreement on the day
and year first written above.
THE FRANK GATES SERVICE COMPANY CITY OF PORT ANGELES, WA
By: /1.-1•
Name:.. �..r,
Title: (��y
Date:
080109
By: a ts cl i4 r7 9
Name: 404 c V S
Title: /11/"...... Akoeute
Date: Aire" 7. g_p i
15