HomeMy WebLinkAboutCA Claims Adjusting and Administration ServiceCLAIMS ADJUSTING AND ADMINISTRATION
SERVICE CONTRACT BETWEEN
THE CITY OF SAN RAFAEL AND GEORGE HILLS COMPANY, INC.
This contract is made and entered into this 1st day of July, 2021 by and between the CITY OF
SAN RAFAEL, hereinafter referred to as "CLIENT," and GEORGE HILLS COMPANY, INC.,
hereinafter referred to as "GH."
GH is a California Corporation doing business as licensed, independent insurance adjusters and
administrators, with John Chaquica, CEO, responsible for contract compliance and terms. Chris
Shaffer, Vice President Claims Administration, shall oversee the daily operations.
The company's corporate office is located at P.O. Box 278, Rancho Cordova, California, 95741,
telephone, (916) 859-4800.
The CLIENT is located at 1400 Fifth Avenue, San Rafael, CA 94901.
IT IS HEREBY AGREED by and between the parties signing this contract as follows:
GENERAL
CLIENT is desirous of availing itself of liability and property claims adjusting and
administration services for those claims assigned per the Scope of Services (Section II).
GH is a Third -Party Claims Administrator handling self-insured claims and is ready to
and capable of performing such services. As such, GH may act as a representative of
the CLIENT when directed for the investigation, adjustment, processing, and evaluation
of general liability, motor vehicle, and potential money damage claims or incidents filed
by third parties against the CLIENT, or against parties for whom the CLIENT is alleged
to be legally responsible, which are premised upon allegations of willful, intentional,
negligent, or careless acts and/or omissions ("CLAIMS").
II. SCOPE OF SERVICES
GH agrees to provide complete claim handling services on each accident or incident, as
directed by CLIENT. Each CLAIM will be subject to the Scope of Services and Client
Expressed Authority and Limitations form, attached hereto as Exhibit A. CLIENT shall
determine the scope of services to be provided by GH by signing the the Scope of
Services and Client Expressed Authority and Limitations for each Contract. The Scope
of Services and Client Expressed Authority and Limitations form shall be the controlling
document for the scope of claims adjusting services to be provided by GH for CLIENT
and may be amended as needed during the Contractual period.
III. DENIAL, COMPROMISE, OR SETTLEMENT OF CLAIMS
It is agreed that CLIENT has granted $0 authority to GH for the purpose of
compromising, settling, and paying any claims against CLIENT being handled by GH.
GH will issue payment for legal expenses as defined in the Client Expressed Scope of
Work form. Prior approval to compromise or settle any claim or pay any expense will be
obtained from the designated claims officer or employee on matters exceeding the
authority granted above.
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IV. FILE RETENTION
GH shall serve as the custodian of the client's data, for documents related to each of the
claims subject to this agreement only, and as such shall electronically retain all related
records through the life of this contract. Upon termination of this contract, GH shall
dispose of or transfer the data at the client's direction. Client and GH may agree via a
separate signed agreement to retain records for a longer period of time.
V. CONFIDENTIALITY
All data, documents, discussions, or other information developed or received by or for
GH in performance of this contract are confidential and not to be disclosed to any person
except as authorized by CLIENT or CLIENT's designee, or as required by law.
VI. CONFLICT OF INTEREST
In the event GH receives a claim from the CLIENT in which there arises a "conflict of
interest," GH shall immediately notify CLIENT. CLIENT may then, at their expense
choose to hire another well-qualified claim firm to handle that particular claim to a
conclusion. GH covenants that it presently knows of no interest, direct or indirect, which
would conflict in any manner with the performance of services required under this
contract.
VII. CLIENT RESPONSIBILITY
CLIENT agrees to the following:
1) CLIENT shall cooperate with GH as reasonably necessary for GH to perform its
services.
2) CLIENT agrees to provide direction to GH as requested regarding particular
project requirements.
3) CLIENT shall identify a primary contact person(s) for an account as well as for
billing and loss run submission. In addition, CLIENT shall be responsible for
reporting all changes in the primary point of contact to GH.
4) CLIENT shall be responsible for reporting to GH all Bodily Injury Claims in
addition to all other items noted in Attachment B to this Agreement "Medicare,
Medicaid, and SCHIP Extension Act of 2007 (MMSEA)."
5) CLIENT shall be responsible for updating GH on any changes to coverage/policy
language; including limits, retentions/deductibles and coverage changes by April
30 of each year.
6) CLIENT shall obtain any necessary consent in the collection of any CLIENT data
that is transmitted to a third party (i.e., lawyer, actuary, or auditor). CLIENT shall
provide GH with reasonable assurances that it has the necessary consent to
transmit CLIENT data to a third party. CLIENT acknowledges that the claims data
may contain confidential and/or protected health information ("PHI"). In the event
CLIENT authorizes and directs GH to provide claims data to a third party,
CLIENT will indemnify, defend and hold harmless GH from and against all
claims, damages, losses and expenses, including court costs and reasonable
attorneys' fees, arising out of or resulting from:(i) any action against GH that is
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based on any negligent act or omission of CLIENT or a third party in transmitting
and/or disclosing the PHI and/or claims data; or (ii) the violation of any state or
federal statute, ordinance, or regulation by CLIENT or a third party in transmitting
and/or disclosing the claims data.
VIII. COMPENSATION, FEES AND EXPENSES
The following compensation, fees and expenses, shall be paid in consideration for the
services provided by GH as described in Section II — Scope of Services, which has been
agreed to, including claims activity. This section shall remain enforced and services
provided during the term of this contract, unless otherwise amended pursuant to section
XIX of this Contract.
The amounts to be paid pursuant to this Contract are detailed in two distinct areas of
services: first, under subsection A below, "General and Administrative Services," which
is outlined above in paragraph II, Scope of Work, and stated in greater detail in
Attachment A, Sections A, E, F and H; and second, services specifically related to
claims handling and administration, which is detailed in Attachment A, Sections B, C, D,
G and I, for which an annual fixed fee is charged pursuant to subsection B, "Claim
Administration Services," as stated below. Both fees will be billed together monthly.
Additionally, if CLIENT elects any optional services that are listed in subsection C below,
such agreed upon additional amounts will also be billed together monthly.
1) General and Administrative Services
a. Annual Administration Fee:
FY21-22: $3,800
FY22-23: $3,900
FY23-24: $4,100
b. Mileage — Adjuster: Mileage is paid at the IRS rate.
C. MMSEA: There is a $250 annual reporting fee. which are paid directly to
ExamWorks, for the performance of CMS reporting.
d. Adjuster Travel Expenses: GH will separately charge for any travel
expenses in connection with attendance at mediations, settlement
conferences, trials, etc. This will be subject to prior approval and that
actual expenses will be submitted with receipts on a monthly basis.
e. CXP Access Fee: Access to the CMIS is Included in the annual
administration fee, it includes the setup and management of up to five (5)
user accounts through CXP.
f, iMetrics Report Fee: There will be no charge for our iMetrics business
intelligence reports with executive in-person debriefs.
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g. Custom Reports: Additional charges for custom reporting shall be
defined as, requiring a third -party programmer for three hours or more
and is client specific.
h. Catastrophic Fees: GH recognizes that there are events that are
unanticipated and catastrophic. When such events occur, it requires
additional hours for the handling of such claims. As such, to preserve the
quality and efficiency of service for which we are known, GH proposes
that should any one catastrophic event occur resulting in five or more
claimants, or two or more claimants with their own defense counsel,
CLIENT shall be billed at the current hourly rate for all services.
Catastrophic Fees under this section only apply to CLIENTs which have
selected a "Fixed Fee" or "Time and Expense with a cap" payment
options.
3% Escalator: GH pricing option for the contract is a 3% annual increase.
Ji. General File: A general administrative file shall be established and
maintained to track effort related to services necessary to fulfill our
contractual obligations and not otherwise associated with a claim.
k. Paper Files: GH is prepared to take the lead to arrange for all services
relating to conversion storage, copying, scanning, shipping, and disposal.
GH will provide you a quote for any services related to storage, retrieval,
copying, scanning, shipping, and disposal of paper files.
2) Claims Administration Services
a. Time and Expense: For informatioal purposes only, where a contract is
based on Time and Expenses or for purposes of Catastrophic Fees under
Section VIII(1)(h), the GH Claims team charges time to each claim on the
basis of 1/10th time for based on the task performed. This time and
further descriptions shall be on each monthly invoice.
The current hourly rates are:
Supervisor: $115/hour*
Adjuster: $95/hour*
Claims Processing: $75/hour*
*Subject to the 3% escalator
C. Fixed Fee Per Year
The CLIENT elects a fix fee as compensation for services performed by
GH pursuant to this Contract. The following fees are calculated on an
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annual basis but charged to the CLIENT monthly (prorated) for services
rendered as described herein.
Fixed Fee
Year One: FY21-22
$93,750
Year Two: FY22-23
$95,500
Year Three: FY23-24
$98,000
3) First PartySubrogation Services And Fees
GH is a claim administration firm experienced in the handling of first party
subrogation claims and is ready and capable of performing such services on
behalf of CLIENT. GH does not handle subrogation claims with a value of less
than $1000. For any claim in excess of $1,000, CLIENT authorizes GH to initiate
its Subrogation Services as described more fully in Attachment A, Scope of
Services and and Client Expressed Authority and Limitations as well as
Attachment A-1, Subrogation Agreement. Our services are unique to a first party
loss of the CLIENT caused by the intentional or negligent act of a third party.
CLIENT will pay a Subrogation Fee in the amount of 30% for each and every
recovery obtained. The minimum amount to be paid to GH will be $250 per claim
upon recovery.
4) Optional Services
a Legal Services and Consultation (Optional):
GH employs in-house General Counsel which have vast experience in claims
and litigation handling for all claims which are, or could be, subject to this
agreement. GH offers the services of its attorneys as an additional resource
for GH clients as follows:
Litigation Management: $_N/A_* p/hour
These services include the oversight of all assigned GH claims
adjusters and monitoring and handling of "watch list" claims (highest
exposure, most complex litigation). These services are also available
on a claim by claim basis in support of the Lead Adjuster assigned
due to the complexity of the claims.
ii. Monitoring Counsel: $ _N/A* p/hour
This case specific service includes evaluating coverage issues,
monitoring claim and litigation strategy, analyzing liability and damage
issues, participating in discussions regarding resolution by trial or
settlement, and controlling costs.
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iii. Outside General and Special Counsel: $_N/A* p/hour
These services include confidential analysis and problem solving for
managing risk and avoiding unnecessary litigation and provides
immediate access to legal advice This includes identifying coverage
issues, providing input and assistance on Public Records Act
Requests, tort claim handling and strategy, conflicts of interest,
oversight of outside litigation counsel and providing legal opinions on
potential and active litigation.
iv. Trial/Mediation/Board Meetings Attendance: $ N/A* p/hour
These services include attending Board Meetings, trial, mediation,
and other court hearing attendance including appearing before Courts
of Appeal. Analysis and consultation provided before, during and after
these significant litigation events can reduce exposure and maximize
opportunities for resolution.
Legal Training and Seminars:$N/A* p/hour
These services include providing customized seminars and training
upon request. Subject areas include memorandums of coverage, all
aspects of risk management, claims handling and litigation,
employment law and general liability claims. Courses are customized
to address the client's specific needs.
vi. Professional and Financial Services: $150/hour
As related to risk management and loss prevention in alignment with
the scope of services.
NOTE: These services are traditionally Time and Expense, however an annual
fee can be considered.
IX. PAYMENT SCHEDULE
GH will submit its invoices to CLIENT, and payment shall be made by CLIENT, within a
reasonable period of time, not to exceed thirty (30) days from the date of the invoice.
X. TERM AND TERMINATION
The term of this contract shall be for three (3) years and shall commence on July 1, 2021
through and including June 30, 2024. Either party may terminate this contract for any
reason upon issuing a ninety (90) day written notice to the other party pursuant to
section XVIII of this Contract.
Termination for Convenience: CLIENT may at any time and for any reason terminate this
Agreement upon ninety (90) days written notice to GH pursuant to section XVIII of this
Contract. Notice shall be deemed served on the date of mailing. Upon receipt of such
notice, GH shall discontinue services at the end of the 90 -day period in connection with
the scope of services of this Agreement. Upon such termination, GH shall be entitled to
payment from CLIENT for services completed and provided through the date of
termination, per Section VIII.
Termination Costs: If termination takes place in less than three (3) years from start of
term, CLIENT may be subject to a fee, not to exceed $2,500, intended to cover costs
associated with outgoing data conversion, transition and contract close out.
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Upon completion of data conversion and return of data back to CLIENT (electronic
and/or hard copy), GH will destroy any remaining files.
XI. FAIR EMPLOYMENT
It is the policy of GH to provide fair and equal treatment to all staff members. GH is an
Equal Opportunity Employer and does not discriminate in any way against any person
on the basis of age, race, sex, color, national origin, national ancestry, physical disability,
medical condition, mental disability, religion, creed, marital status, sexual orientation,
gender identification, gender expression, use of family care leave or any other
classification deemed protected by law.
XII. INDEPENDENT CONTRACTOR
In performing claims administrative services herein agreed upon, GH, and all GH
employees, shall have the status of an independent contractor of the CLIENT and shall
not be deemed to be an officer, employee, or agent of CLIENT.
XIII. INDEMNIFICATION
GH will defend, indemnify, and hold harmless CLIENT from and against all claims,
demands, actions, or causes of action arising directly or indirectly from the negligent
action, conduct, or failure to act by GH personnel ("Indemnity Event"), except that
indemnity under this section does not apply with respect to any claim, demand, action, or
cause of action arising out of the sole negligence or willful misconduct of the CLIENT.
This right to indemnity shall not cover any claims in which there is a failure to give GH
prompt and timely notice, within thirty (30) days of notice received by the CLIENT which
implicates this provision, but only if and to the extent that such failure materially
prejudices the defense of such claims. For an Indemnity Event, the maximum amount
recoverable by CLIENT against GH for damages and costs (inclusive of attorneys' fees)
is limited to the insurance policy limits, of the policy which covers the Indemnity Event
held by GH, in place at the time of the Indemnity Event.
CLIENT will defend, indemnify, and hold harmless GH, and/or employees of GH, from
and against all claims, demands, actions, or causes of action, which may arise, from the
action, conduct, or failure to act by CLIENT. In any cases subject to this indemnity
provision, wherein GH, or any employee of GH, is named in a filed or verified complaint
simply by virtue of the fact it is the CLAIMS ADMINISTRATION firm, or an employee
thereof, on a given claim, the CLIENT will defend GH, and/or its employees, at no cost to
GH or its employees.
XIV. INSURANCE
GH shall provide CLIENT with Certificates of Insurance duly executed by an authorized
representative of insurance company or companies authorized to transact business in
the State of California, and said Certificates shall evidence that the GH has in full force
and effect: (1) $1,000,000 per occurrence Commercial General Liability coverage
applying to bodily injury, personal injury, and property damage; (2) $3,000,000 Each
Claim/Annual Aggregate Professional Liability coverage; (3) statutory coverage for
workers compensation; and (4) fidelity coverage for theft of CLIENT property in the
amount of $1,000,000 per loss. GH shall include CLIENT as an additional insured under
the Commercial General Liability insurance referenced above by endorsement or policy
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wording. GH will provide a waiver of subrogation endorsement on the workers
compensation policy.
GH will provide thirty (30) days written notice, prior to the cancellation or reduction in
insurance coverage will be provided.
XV. EMPLOYEE SOLICITATION
During the period of this contract, and for a period of one (1) year thereafter, GH agrees
not to solicit for employment any CLIENT employee contacted during the performance of
this contract; CLIENT agrees not to solicit for employment, or employ, during the period
of this contract, and for a period of one (1) year thereafter, any employee of GH
contacted by the CLIENT during the performance of this contract.
XVI. PERMITS, LICENSES, CERTIFICATES
GH, at GH's sole expense, shall obtain and maintain during the term of this Contract, all
permits, licenses, and certificates required in connection with the performance of
services under this Contract, including appropriate business license.
XVII. ARBITRATION
GH and CLIENT agree that in the event of any dispute with regard to the provisions of
the Contract, the services rendered or the amount of GH's compensation and the
dispute cannot be settled through informal negotiation, the parties agree first to try in
good faith to settle the dispute by mediation before resorting to arbitration. The parties
agree that any and all disputes, claims or controversies arising out of or relating to this
Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter
is not resolved through mediation, then it shall be submitted to JAMS, or its successor,
for final and binding arbitration. Either party may commence mediation by providing to
JAMS and the other party a written request for mediation, setting forth the subject of the
dispute and the relief requested. The parties will cooperate with JAMS and with one
another in selecting a mediator from the JAMS panel of neutrals and in scheduling the
mediation proceedings. The parties agree that they will participate in the mediation in
good faith and that they will share equally in its costs. All offers, promises, conduct and
statements, whether oral or written, made in the course of the mediation by any of the
parties, their agents, employees, experts and attorneys, and by the mediator or any
JAMS employees, are confidential, privileged and inadmissible for any purpose,
including impeachment, in any arbitration or other proceeding involving the parties,
provided that evidence that is otherwise admissible or discoverable shall not be
rendered inadmissible or non -discoverable as a result of its use in the mediation. Either
party may initiate arbitration with respect to the matters submitted to mediation by filing a
written demand for arbitration at any time following the initial mediation session. The
mediation may continue after the commencement of arbitration if the parties so desire.
Any arbitration arising out of or related to this Agreement shall be conducted in
accordance with the expedited procedures set forth in the JAMS Comprehensive
Arbitration Rules and Procedures as those Rules exist on the effective date of this
Agreement, including Rules 16.1 and 16.2 of those Rules. In any arbitration arising out
of or related to this Agreement, the arbitrator shall award to the prevailing party, if any,
the costs and attorneys' fees reasonably incurred by the prevailing parry in connection
with the arbitration.
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FORCE MAJEURE CLAUSE.
GH shall be relieved of any liability if unable to meet the terms and conditions of this
Agreement due to any "Act of God", natural disasters such as earthquake or fires,
floods, riots, epidemics, pandemics, including COVID-19 regulations or restrictions
issued by federal, state or local governmental authorities, strikes, or any act or order
which is beyond the control of GH, provided GH takes all reasonable steps practical and
necessary to effect prompt resumption of its responsibilities hereunder.
XVIII. NOTICES
All notices to GH shall be sent via certified U.S. Mail, postage prepaid, to the following
address:
GH
George Hills Company
Attn: John Chaquica, CEO
P.O. Box 278
Rancho Cordova, CA 95741.
All notices to the CLIENT shall be personally served or mailed, postage prepaid,
to the following address:
Client:
Robert F. Epstein
City Attorney
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
This subsection only, regarding Notices, may be amended unilaterally by either party by
and through the mailing of new or amended contact information to the other party via
certified U.S. Mail at any time.
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GH and CLIENT agree that the terms and conditions of the Contract may be reviewed or
modified at any time. Any modifications to this Contract, however, shall be effective only
when agreed to in writing by both the CLIENT and GH, excepting only, modifications to
the contact information to which Notices shall be sent under subsection XVI II.
XX. ENTIRE CONTRACT
GH and CLIENT agree that this contract constitutes the entire contract of the parties
regarding the subject matter described herein and supersedes all prior communications,
contracts, and promises, either written or oral.
XXI. TIME OF ESSENCE
Time is of the essence in respect to all provisions of this Contract that specify a time for
performance: provided, however that the foregoing shall not be construed to limit or
deprive a party of the benefits of any grace or use period allowed in this Contract.
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6/14/21
Date
Date
ATTEST:
Lindsay Lara, City Clerk
r
BY:c
a�xao.
J hn E. Chaquica, CEO
GEORGE HILLS COMPANY INC.
BY: �`--
Jim *utzj City Manager
CI F SAN RAFAEL
APPROVED AS TO FORM:
c_
Robert F. Epstein, City Tttorney
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ATTACHMENT A
SCOPE OF SERVICES AND CLIENT EXPRESSED AUTHORITY
AND LIMITATIONS UNDER THE CONTRACT
This Attachment A is intended to provide the scope of services and specific service expectations in the Service
Contract, that would not otherwise require revision during the contract period, and which may differ from or
elaborate upon our Client Service Profile. Services to be provided by GH on behalf of CLIENTS may include all
or some of the following,
I. SERVICES INCLUDED IN THE CONTRACT
A. General Administrative Services
Throughout each year GH performs numerous functions which support claims administration on behalf of the
Client, but do not include any claims handling, and are performed by non -claims personnel. Additionally, in the
first year of a new client there are several "on -boarding" services that are general and administrative in nature.
Below is a list of such services which are included within the terms of this Contract:
1) Access to CM IS and training.
2) A monthly listing of open claims, showing expense categories, reserves, and total
incurred.
3) Monthly claim summary reports.
4) Providing loss run data and required reports.
5) Providing annual reports to outside agencies.
6) Filing of regulatory reports (such as 1099, W-9, etc.).
7) Establish and maintain a trust fund to pay indemnity and expenses that may be due on
claims. The amount to be maintained in the trust fund shall be determined by CLIENT.
8) If the trust fund is not set-up with the GH preferred bank—California Bank & Trust, there
may be an additional set-up fee (other banks processes can be extraordinarily time
consuming).
9) New bank account set up (signature cards, test checks, online access, set up bank in
CXP).
10) Discussion and agreement on the Approval process.
11) Process checks weekly.
12) Submit positive pay if applicable/monitor positive pay (review daily emails from bank for
exceptions).
13) Maintain a copy of all checks drawn by GH to pay claims and claims related expenses.
14) Submit monthly check registers of all transactions made for the period.
15) Monitor account balance, prepare replenishment requests as needed (customize request
for each client's need).
16) Monthly bank reconciliation (prepared and sent to CLIENT).
17) Special reports that requested to go with billing invoices (by member, claim type, etc.).
18) Payment of invoices that are pass-throughs (i.e., invoices for medical record copies,
ExamWorks, etc.).
19) Certificates of insurance as required by the Contract.
B. Investigative Services
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I ) Receipt and examination of all reports of accidents or incidents that are or may be the
subject of claims.
2) Investigate accidents or incidents as warranted, to include on-site investigation,
photographs, witness interviews, determination of losses and other such investigative
services necessary to determine all CLIENT losses but not to include extraordinary
investigative services outside the expertise of GH.
3) In the event CLIENT or other agency conducts any investigation, and upon Client's
request, GH shall review and analyze for liability and/or damage issues and for possible
additional follow-up investigation.
4) Maintain service on a 24-hour, 7 days per week basis, to receive reports of any incident
or accident which may be the subject of a liability claim and provide immediate
investigative services to the extent necessary to provide a complete investigation.
5) Undertake items of investigation requiring special handling for CLIENT at the direction of
the CLIENT's Attorney or authorized representative.
C. Liability and Claim Handling Services
1) Promptly set up a claim file upon receipt of the claim and maintain a claim file on each
potential or actual claim reported.
2) Assess and evaluate the nature and extent of each claim and establish claims reserves
for indemnity and legal expense.
3) GH will follow any CLIENT policy regarding tort claim rejection instructions, including
rejection and return of an untimely or insufficient claim.
4) Ensure timely tort claim handling, including contact and follow-up with claimants
regarding claim issues and processing.
5) Any bodily injury claim that is being pursued shall be indexed. Notice only matters or
precautionary bodily injury claims that are not pursued do not need to be indexed.
6) Determine the need for defense representation, recommend legal counsel, and support
litigation activity.
7) Report claims to the excess insurer in compliance with excess carrier's reporting
requirements and coordinate with the excess insurer on a claim's progress in
accordance with the excess insurer's reporting requirements.
8) Maintain records on any such claim and notify CLIENT when CLIENT is about to
exhaust the Self -Insured Retention.
9) Obtain settlement contracts and releases upon settlement of claims or potential claims
not in litigation.
10) Perform periodic reviews, as needed, of CLIENT files and claims as well as statutory
requirements to ensure compliance including excess insurance related requirements.
11) Perform the necessary data gathering for the Medicare, Medicaid, and SCHIP Extension
Act of 2007 (MMSEA) and the Set Aside Contracts in compliance with Section 111 of the
MMSEA including the required reporting. (See Attachment B)
12) To the extent there is privileged information or PHI shared between agencies, which is
subject to protection under HIPAA, GH shall implement all necessary measures in
compliance with the Act and will execute a Business Associates Agreement (BAA).
D. Litigation Support Services
1) Upon notification by the CLIENT that litigation has been filed on an open claim, GH shall
follow the litigation referral process as outlined in the Client Expressed Scope of Work
Instructions form.
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2) Work cooperatively with CLIENT in choosing outside counsel from approved panel, and
assist defense counsel in on-going litigation defense efforts.
3) Obtain and maintain a Litigation Plan and Budget.
4) Review legal bills for compliance with Litigation Plan and Budget; Review, evaluate and
adjust defense counsel invoices for legal services.
5) Cooperate with and assist defense counsel assigned to litigation of open claims and
provide such investigative services as directed during pre-trial and trial stages.
6) Assist in responding to discovery or preparing discovery.
7) At the request of the CLIENT, attend mandatory settlement conferences on behalf of
CLIENT.
8) Appear on behalf of CLIENT in small claims actions filed against CLIENT on open claims
handled by GH.
9) Review and evaluate case evaluations, correspondence and status reports forwarded to
GH by counsel. Regularly discuss, review, and direct investigation, discovery, and case
strategy with counsel.
10) Cooperate with counsel as a team with an open communication approach on each case
to obtain the most economical and best result for the CLIENT.
E. Reports and Procedures
1) Within thirty (30) days of assignment, or sooner if practicable, required, or requested,
GH will provide CLIENT with a report pursuant to specified claims handling instructions,
showing name(s) of claimant(s), type of claim, date of loss, comments on liability,
reserve recommendations, settlement recommendations, and other pertinent
information. Subsequent to the initial thirty (30) day report, GH will report as often as
warranted by any important change in status but no longer than every ninety (90) days
until the claim closes unless extended diary is appropriate.
2) All original reports, documents, and claim data of every kind or description, that are
prepared in whole or in part by or for GH in connection with this contract shall be
CLIENT's property and constitute GH's work product for which compensation is paid. A
copy of all reports, documents, and claim data of every kind or description that is in
whole or in part by or for the CLIENT is the property of GH. Additional copies of original
reports, documents, and data requested by CLIENT will be at CLIENT's expense in
accordance with this contract.
3) GH agrees that CLIENT have access and the right to audit and reproduce any of the
GH's relevant records to ensure that the CLIENT is receiving all services to which the
CLIENT is entitled under this Contract or for any purpose relating to the Contract.
F. Data
1) Utilize GH's claims management system—CXP (ClaimsXpress).
2) Record all claim information including all financial data.
3) Provide CLIENT and broker Read only on-line access to the claims data system (up to
five users), if desired by CLIENT.
4) Provide monthly standard loss run and check register.
5) Provide annual claims data report upon request. Written authorization and/or a Business
Associate Agreement may be required for confidential information protected by HIPAA.
6) Provide assistance to CLIENT in developing customized reports when requested (may
require additional charge).
7) Arrange for electronic file conversion for any open and closed claims at the direction of
CLIENT.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 13 of 28
G. Claim Review Meetings
GH shall, on a mutually agreed periodic basis, meet with Client to review and discuss the
CLIENTS claims inventory and claims results of specified periods and delivery of services by
CLAIM ADMINISTRATOR.
H. Financial Accounting
1) Establish and maintain a trust fund for the purpose of paying indemnity and expenses
that may be due on the claims. The amount to be maintained in the trust fund shall be
determined by the Client.
2) Maintain a copy of all checks drawn by the GH to pay claims and claims related
expenses.
3) Submit monthly check registers of all transactions made for the period.
4) Complete or update Attachment B "Preferred Method of Check Processing" for check
processing options.
5) Approval process shall be documented in GH Client Expressed Scope of Work
Standards and Instruction Form.
6) GH will provide monthly bank reconciliation reports to CLIENT for audit purposes.
I. Third Party Subrogation Services
1) GH personnel are well versed in the identification, handling, and pursuit of subrogation
claims arising out of CLAIMS which are the subject of this Contract. Included within this
contract, GH will perform the following functions:
2) Identify potential opportunities to recover from persons, businesses, and entities other
than the CLIENT.
3) Prepare and file a claim with each identified entity.
4) As applicable, tender defense to or seek recovery from any identified entity.
5) With the assistance of counsel, prepare and file any necessary litigation required to
effect the claim of recovery on behalf of the CLIENT
6) Manage litigation related to such claims made to other person, businesses or entities
J. First Party Subrogation Services
GH is a claim administration firm experienced in the handling of first party subrogation claims
and is ready and capable of performing such services on behalf of CLIENT. GH does not handle
subrogation claims with a value of less than $1000. For any claim in excess of $1,000, CLIENT
may retain GH for Subrogation Services. Our services are unique to a first party loss of the
CLIENT caused by the intentional or negligent act of a third party. Such losses generally are for
the recovery of damages, and may include:
1) Labor costs, fully loaded and including benefit costs, for district or other personnel
responding to or in any manner providing services;
2) Services or materials provided by outside vendors or contractors;
3) Internal or external vehicle or equipment use and/or rental;
4) Materials and/or goods utilized for the repair/replacement of damaged property; and/or
5) Additional fees that may be specific to the individual entity that are provided for within
district ordinances or other governing documents.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 14 of 28
CLIENT EXPRESSED AUTHORITY AND LIMITATIONS
The list immediately below contains numerous services provided in this Contract for which GH
requests the CLIENT expressly establish authority and/or limitations, on the ability of GH to act
on behalf of the CLIENT. The CLIENT will check the appropriate box establishing the authority
of GH to act or the limitation as to that authority.
INVESTIGATION:
❑ George Hills will conduct all investigations
❑ CLIENT will conduct all investigations
X CLIENT will direct GH on each claim as to who performs investigations
In the event the Client or other agency conducts any investigation, GH shall review for
completeness.
Retention of Vendors (appraisers, translators, copy services, Independent Adjuster, IME's,
Surveillance, etc.):
X Must be preauthorized by CLIENT
❑ Does not need preauthorization
REJECTION OF CLAIMS:
CLIENTS position regarding rejections (e.g., if entity so dictates, a claim will be rejected for
insufficiency). Check all that apply.
Protocols for Rejections
X GH needs authorization
❑ GH does not need authorization
X GH sends the Rejection
❑ CLIENT sends the Rejection
X GH sends out Denial Letter simultaneously with Rejection outlining the reason
LITIGATION:
Check all that apply.
X GH will handle litigated claims
X Full
❑ As assigned
❑ Check Issuance and Data Input
❑ Data Input only
❑ CLIENT will handle litigated claims inhouse, with GH to capture data into SIMS
❑ CLIENT will send data to GH weekly
❑ CLIENT will send data to GH monthly
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
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Mandatory Settlement Conferences
❑ GH always attends
X At CLIENT request only
Small Claims Actions filed against CLIENT
X GH always appears
❑ At CLIENT request only
Legal Counsel
X GH must have CLIENT authorization to refer to outside Legal Counsel
❑ GH does not need CLIENT authorization to refer to outside Legal Counsel
❑ GH must use CLIENT approved Legal Panel for Attorney selection
❑ CLIENT does not have an approved Legal Panel for Attorney selection
❑ All Litigation to be handled by CLIENT inhouse Legal
❑ GH always sends Litigation Assignment packets to Legal Counsel
CLIENT specific Litigation Guidelines: ❑ Yes ❑ No
CLIENT specific Litigation Referral Form/Letter: ❑ Yes ❑ No
CLIENT specific Litigation Budget Form: ❑ Yes ❑ No
Pay fees for Experts, photocopies, medical records as: ❑ Expense ❑ Legal
EXCESS REPORTING:
X GH will report claims to the excess insurer in compliance with excess carrier's reporting
requirements and coordinate with the excess insurer on a claim's progress in accordance with the
excess insurer's reporting requirements.
❑ CLIENT will report claims to the excess insurer in compliance with excess carrier's reporting
requirements and coordinate with the excess insurer on a claim's progress in accordance with
the excess insurer's reporting requirements.
AUTHORITY LEVELS:
Reserve within SIR:
X $0.00 Other: $
(specify amount)
Adjuster must seek approval from (client contact) to post indemnity reserves above authority level.
Medical Treatment:
X Medical Authorizations should only be sent to the claimant once liability is determined to be
adverse to the CLIENT.
❑ Medical Authorizations should go out as soon as it is determined that a BI claim is being
pursued.
CLAIMS EXCEEDING SIR:
❑ GH stops tracking activity once the SIR has been reached.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 16 of 28
X❑ GH will continue to track all activity at and/or above the SIR. The Excess JPA/Carrier will
provide GH with activity documentation above the SIR.
❑ GH will reserve to Full Value and track recoveries.
THIRD PARTY SUBROGATION SERVICES:
❑ GH is authorized to initiate third party subrogation claims on behalf of CLIENT
X GH must obtain authorization to initiate third party subrogation claims on behalf of CLIENT.
FIRST PARTY SUBROGATION SERVICES:
❑ CLIENT elects to incorporate the first party subrogation services of GH into the contract
❑ CLIENT authorizes GH to initiate first party subrogation claims on behalf of CLIENT
❑ CLIENT agrees to the additional compensation payable to GH for its first party subrogation
services as follows:
GH shall be entitled to % of the gross recovery for each claim initiated by GH
through its first party subrogation efforts.
❑ CLIENT agrees to the terms and conditions stated in Attachment B, Subrogation Services.
6/14/21
Date
BY: G• Go.
ohn E. Chaquica, CEO
GEORGE HILLS COMPANY INC.
BY:
Date Jim hrSAN
ger
Cl EL
ATTACHMENT A-1
SUBROGATION AGREEMENT
This Subrogation Agreement is made and entered into this 1st day of July, 2021 by and
between the , hereinafter referred to as "CLIENT', and GEORGE HILLS COMPANY,
INC., hereinafter referred to as "GH".
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 17 of 28
GH does not handle subrogation claims with a value of less than $1000. For those
claims in excess of $1000, CLIENT may, at CLIENT's own expense:
a. Authorize GH to act as a representative of CLIENT for the investigation,
adjustment, processing, supervision and evaluation of an ultimate recovery of
potential money from damage claims against parties for whom it is alleged to be
legally responsible.
Authorize GH to engage the services of a litigation attorney to consult, review,
and determine the best legal strategy available at the time to obtain the best
possible result for CLIENT. Upon determination by the attorney that a civil action
is in the best interest of CLIENT, GH will notify CLIENT and obtain authorization
to pursue recovery in accordance with the recommendations of the litigation
attorney.
c. While GH is handling a subrogation claim for CLIENT pursuant to the terms of
this Contract, the institution of a civil action is determined by CLIENT to be the
best course of action, CLIENT may elect to do so at CLIENT's own expense.
Recall the claim to CLIENT's control so that CLIENT may pursue
recovery in a manner to be determined by the CLIENT's attorney to be in
the best interest of the CLIENT.
ii. In the event CLIENT recalls the claim as indicated above, CLIENT shall
be responsible for payment to GH for any and all time and expense
incurred by GH's subrogation claim adjuster and/or other subrogation
division staff up to the time wherein the claim has been recalled by
CLIENT.
CLIENT will pay a Subrogation Fee in the amount of 30% for each and every recovery
obtained. The minimum amount to be paid to GH will be $250 per claim upon recovery.
However, GH has the authority to reject any claim for any reason, relieving CLIENT of
any fiscal responsibility for rejected claims only.
a. Generally, no recovery shall be agreed to involving payment plans if the recovery
is less than $5,000 and/or greater than a one-year term. Exceptions can be made
on a case-by-case basis. If a recovery is agreed to exceed this amount and/or
length of time, Subrogation fee shall be 45%. In the event a payment plan is
authorized and entered into, the subrogation fee will be based upon the total
amount of the lien and will be invoiced to the CLIENT upon the entry of the
payment agreement. GH will make every attempt to enforce the provisions of the
payment agreement with the claimant, but in no way guarantees the fulfillment of
the terms of the payment agreement. In the event the terms of the payment
agreement are not fulfilled and warrant pursuit through the small claims process,
authority to pursue through small claims will be requested.
Authorize GH to appear in small claims court for recovery of funds. Authority for
the pursuit of recovery through small claims will be requested prior to the filing of
documents with the court to initiate the small claims action. Each appearance will
be an additional fee of $150. All costs for the handling of small claims court
actions, i.e. service of process of documents on the responsible parties, mileage,
parking, and toll shall be an additional cost and will be the responsibility of the
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 18 of 28
CLIENT. Additional allocated costs shall be billed separately upon the cost being
incurred, such as, but not limited to: skip tracing, service of process, and third -
party sub contracted investigation.
c. GH reserves the right to cease working on any claim whereas information has
not been made available to GH within 120 days after GH has submitted the
information and/or documentation request to CLIENT, at such time the claim will
be closed.
d. Due to the nature of these services, in that compensation is contingent upon
recovery, if the contract is terminated prior to recovery or other closure of any
claim, the CLIENT shall pay GH for all expenses and time spent, to date, on any
claim(s) currently open and recovery in process. Payment shall be based on the
current hourly rate of GH. GH will submit the final invoice within five business
days of termination.
III. General Terms and Conditions
a. Successors and Assigns.
All of the rights, benefits, duties, liabilities, and obligations of the parties shall
inure to the benefit of, and be binding upon, their respective successors and
assigns.
b. Construction.
The title and headings of the Sections in this Agreement are intended solely for
reference and do not modify, explain, or construe any provision of this
Agreement. All references to sections, recitals, and the preamble shall, unless
otherwise stated, refer to the Sections, Recitals, and Preamble of this
Agreement. In construing this Agreement, the singular form shall include the
plural and vice versa. This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties have prepared the
Agreement.
c. Integration.
This Agreement, and all related documents referred to in this Agreement,
constitute the entire Agreement between the parties. There are no oral
agreements which are not expressly set forth in this Agreement and the related
documents being executed in connection with this Agreement. This Agreement
may not be modified, amended, or otherwise changed except by a writing
executed by the party to be charged.
d. Third -Party Rights.
Nothing in this Agreement, express or implied, is intended to confer upon any
person, other than the parties and their respective successors and assigns, any
rights or remedies.
e. Severability.
If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall not be affected.
f. Waivers.
No waiver or breach of any provision shall be deemed a waiver of any other
provision, and no waiver shall be valid unless it is in writing and executed by the
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 19 of 28
waiving party. No extension of time for performance of any obligation or act shall
be deemed an extension of time for any other obligation or act.
g. Counterparts.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute one
and the same instrument. The execution of this Agreement shall be deemed to
have occurred, and this Agreement shall be enforceable and effective, only upon
the complete execution of this Agreement by Seller and Purchaser.
h. Authority of Parties.
All persons executing this Agreement on behalf of a party warrant that they have
the authority to execute this Agreement on behalf of that party.
i. Governing Law.
This Agreement shall be governed by and construed in accordance with
California law.
6/14/21 BY:2��764, o.
Date John E. Chaquica, CEO
GEORGE HILLS COMPANY, INC.
M
Date
Jim Schutz, City Manager
CITY OF SAN RAFAEL
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 20 of 28
ATTACHMENT B
MEDICARE, MEDICAID, AND SCHIP EXTENSION ACT OF 2007 (MMSEA)
This law requires liability insurers, self -insurers, no fault insurers and workers' compensation
insurers to report certain information to The Centers for Medicare and Medicaid Services (CMS)
concerning Medicare beneficiaries. The penalty for failure to comply is $1,000 per day, per
claimant.
George Hills Company, Inc. (GH) has contracted with ExamWorks for Mandatory Insurer
Reporting (MIR) for the CLIENT. ExamWorks shall represent the CLIENT—and Responsible
Reporting Entity (RRE) to this existing contract and this addendum and will be the designated
reporting agent. GH will be responsible for gathering and reporting accurate claims data
required by MMSEA to ExamWorks in a timely manner. GH agrees to assume the responsibility
for reporting data to ExamWorks to meet all reporting requirements in accordance with MMSEA,
on behalf of the RRE; including assuming responsibility for any fines or penalties that are
directly caused by GH's non-compliance. GH further agrees to indemnify and hold -harmless,
RRE, and staff, for any penalties or fines resulting from GH's direct failure to timely and
accurately provide the reporting data to ExamWorks. The above-mentioned obligations to
indemnify and hold -harmless shall not be applicable to matters relating to delays caused by
RRE or other third parties, or inaccurate data supplied to GH by RRE or other third parties.
By contract with GH, ExamWorks will indemnify and hold GH harmless from and against any
claim, damage, fine, loss and expense, arising in connection with, or as a result of, any error,
omission, or negligent performance of its obligations as reporting agent, which indemnity will
include all reasonable costs of litigation and attorneys' fees incurred. Without in any way limiting
the indemnity set forth in this Contract, all work performed by ExamWorks will be done in a
professional manner.
GH shall perform the necessary data gathering for RRE and ExamWorks; as such GH shall
include in our monthly invoicing the time incurred for such work at our contract hourly rate or will
be included in your monthly flat fee or claims adjusting.
ExamWorks will perform the MMSEA Mandatory Insurer Reporting function for GH, and its
RREs, shall be charged as an Allocated Expense, as defined in Attachment C, subject to the
following. RRE will designate ExamWorks, unless otherwise requested, as its exclusive vendor
for all of RRE's "Qualified Referrals" (those claims determined to require Medicare Set Aside
(MSA) or a Claim Settlement Allocation (CSA) and RRE will utilize other ExamWorks services
related to Medicare Secondary Payer (MSP) compliance identified in their fee schedule.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
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ATTACHMENT C
PREFERRED METHOD OF CHECK PROCESSING
1 Selection of Bank
a) ❑ GH uses CA Bank & Trust
b) ® Clients Choice
Name Westamerica Bank
Address 1 108 Fifth Avenue, San Rafael, CA 94901
Please provide signature cards, sample check, starting check number name of
contact person
2. Trust Balance Desired $ -0- (zero balance account with automatic transfers as GH
issues checks)
3. Account funding: GH will notify client when the balance fails below required balance
4A. Number of Signatures Required AS IS
a) ❑ One
b) ❑ Two on all checks
C) ❑ Two on checks in excess of $
4B. If two signatures are required please specify-
a)
pecifya) ❑Both GH
b) [N One GH, one client
GH signers: John Chaquica, CEO; Chris Shaffer, Vice President; Kimberly
Santin, Finance Director
5. Accountability
a) Positive Pay: Yes ❑ No ❑
GH recommends positive pay to mitigate the potential for fraud.
b) Check Registers: Yes ❑ No ❑
Weekly ❑ Monthly ❑
C) [2 Statement to be balanced by client, or
❑ Statement to be balanced by GH with copies to client
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 22 of 28
ATTACHMENT D
ALLOCATED EXPENSES
Typically, allocated expenses are those expenses that are generated by a claim (by outside vendors other than
George Hills) that cannot be foreseen nor included in an agreement. These are generally allocated back to the
specific claim file for which the cost was incurred and then charged back to the entity whose claim incurred that
cost. In most situations are pass-through costs (with processing fees) for services and/or fees not directly
generated by the TPA, but rather by a third -party consultant where the TPA has acted as an agent on behalf of
the entity to necessarily outscore services to a third -party consultant and/or miscellaneous fees applicable to
the specific claim applied by an outside entity, such as a court or copy service. Below, George Hills has
provided a list, by no means an exhaustive list, of typical allocated expenses.
■ Fees of outside counsel for claims in suit, coverage opinions, and litigation, and for representation and
hearings or pretrial conferences;
■ Fees of court reporters;
■ All court costs, court fees, and court expenses;
■ Fees for service of process;
■ CMS reporting costs and fees (ExamWorks);
■ Costs of undercover operatives and detectives;
■ Costs for employing experts for the preparation of maps, professional photographs, accounting,
chemical or physical analysis, or diagrams;
■ Costs for employing experts for the advice, opinions, or testimony concerning claims under
investigation or in litigation for which a declaratory judgment is sought;
■ Costs for independent medical examination or evaluation for rehabilitation;
■ Costs of legal transcripts of testimony taken at coroner's inquests, or criminal or civil proceeding;
■ Costs for copies of any public records or medical records;
■ Costs of depositions and court reporting;
■ Costs and expenses of subrogation, (if not George Hills);
■ Costs of engineers, handwriting experts, or any other type of expert used in the preparation of litigation
or used in a one-time basis to resolve disputes;
■ Witness fees and travel expenses;
■ Costs of photographers and photocopy services (if not George Hills—our costs for this is included in
our rate);
■ Costs of appraisal fees and expenses not included in flat fee or performed by others;
■ Costs of indexing claimants;
■ Services performed outside the TPA's normal geographical regions;
■ Costs associated with Medicare Set -Aside analysis and submission or Medicare Conditional Lien
negotiation;
■ Investigation of possible fraud including SIU services and related expenses; and/or
■ Any other similar cost, fee, or expense that is not otherwise included in the TPA's service fees that is
reasonably chargeable to the investigation, negotiation, settlement, or defense of a claim or loss or to
the protection or perfection of the subrogation rights of the entity, including travel related expenses.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 23 of 28
ATTACHMENT E
BUSINESS ASSOCIATE AGREEMENT
BETWEEN LIABILITY COOPERATIVE OF NEVADA
AND GEORGE HILLS COMPANY, INC.
This Business Associate Agreement ("BAA") is made and entered into this 1 st day of Jam, 2021
by and between the CLIENT, hereinafter referred to as "CLIENT," and GEORGE HILLS
COMPANY, INC., hereinafter referred to as "GH."
RECITALS
WHEREAS, on or about DATE, GH entered into a written contract with CLIENT to perform
obligations and services related to the handling and administration of general liability claims filed
against or with CLIENT.
WHEREAS, the obligations of the Contract require that CLIENT provide to GH date, documents,
and information which may contained protected health information ("PHI") and/or electronic PHI
("ePHI") within the definition of the Health Information Portability and Accountability Act
("HIPAX) related to the general liability claims, for the purpose of administering those claims.
NOW, THEREFORE, in consideration of the mutual promises of the parties and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
PARTIES hereto agree as follows:
DEFINITIONS
Catch-all definition:
The following terms used in this AGREEMENT shall have the same meaning as those terms in
the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care
Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health
Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured
Protected Health Information, and Use.
Specific definitions:
(a) Business Associate. "Business Associate" shall generally have the same meaning as the
term "business associate" at 45 CFR 160.103, and in reference to the party to this
agreement, shall mean GH.
(b) Covered Entity. "Covered Entity" shall generally have the same meaning as the term
"covered entity" at 45 CFR 160.103, and in reference to the party to this agreement, shall
mean GH.
(c) HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and
Enforcement Rules at 45 CFR Part 160 and Part 164.
III. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 24 of 28
Pursuant to this agreement GH agrees to:
(a) Not use or disclose protected health information other than as permitted or required by
the Agreement or as required by law;
(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect
to electronic protected health information, to prevent use or disclosure of protected health
information other than as provided for by the Agreement;
(c) Report to covered entity any use or disclosure of protected health information not
provided for by the Agreement of which it becomes aware, including breaches of unsecured
protected health information as required at 45 CFR 164.410, and any security incident of
which it becomes aware;
(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that
any subcontractors that create, receive, maintain, or transmit protected health information on
behalf of the business associate agree to the same restrictions, conditions, and requirements
that apply to the business associate with respect to such information;
(e) Make available protected health information in a designated record set to the GH as
necessary to satisfy covered entity's obligations under 45 CFR 164.524;
(f) Make any amendment(s) to protected health information in a designated record set as
directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other
measures as necessary to satisfy covered entity's obligations under 45 CFR 164.526;
(g) Maintain and make available the information required to provide an accounting of
disclosures to the GH as necessary to satisfy covered entity's obligations under 45 CFR
164.528;
(h) To the extent the business associate is to carry out one or more of covered entity's
obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart
E that apply to the covered entity in the performance of such obligation(s); and
(i) Make its internal practices, books, and records available to the Secretary for purposes of
determining compliance with the HIPAA Rules.
IV. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
(a) Business associate may only use or disclose protected health information for the
purposes described in the Contract between GH and CLIENT, specifically for the purpose of
adjusting and administering the general liability claims filed against CLIENT.
(b) Business associate may use or disclose protected health information as required by law.
(c) Business associate agrees to make uses and disclosures and requests for protected
health information consistent with covered entitys minimum necessary policies and
procedures.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 25 of 28
(d) Business associate may not use or disclose protected health information in a manner
that would violate Subpart E of 45 CFR Part 164 if done by covered entity [if the Agreement
permits the business associate to use or disclose protected health information for its own
management and administration and legal responsibilities or for data aggregation services as
set forth in optional provisions (e), (f), or (g) below, then add ", except for the specific uses
and disclosures set forth below."]
(e) Business associate may use protected health information for the proper management and
administration of the business associate or to carry out the legal responsibilities of the
business associate.
(f) Business associate may disclose protected health information for the proper management
and administration of business associate or to carry out the legal and contractual
responsibilities of the business associate, provided the disclosures are required by law, or
business associate obtains reasonable assurances from the person to whom the information
is disclosed that the information will remain confidential and used or further disclosed only as
required by law or for the purposes for which it was disclosed to the person, and the person
notifies business associate of any instances of which it is aware in which the confidentiality of
the information has been breached.
(g) Business associate may provide data containing PHI and or ePHI to third party entities for
storage, security, and/or aggregation services relating to the claims administration services
provided by GH.
V. PROVISIONS FOR COVERED ENTITY TO INFORM BUSINESS ASSOCIATE OF
PRIVACY PRACTICES AND RESTRICTIONS
(a) Covered entity shall notify business associate of any limitation(s) in the notice of privacy
practices of covered entity under 45 CFR 164.520, to the extent that such limitation may
affect business associate's use or disclosure of protected health information.
(b) Covered entity shall notify business associate of any changes in, or revocation of, the
permission by an individual to use or disclose his or her protected health information, to the
extent that such changes may affect business associate's use or disclosure of protected
health information.
(c) Covered entity shall notify business associate of any restriction on the use or disclosure
of protected health information that covered entity has agreed to or is required to abide by
under 45 CFR 164.522, to the extent that such restriction may affect business associate's
use or disclosure of protected health information.
U/I
VI. PERMISSIBLE REQUESTS BY COVERED ENTITY
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 26 of 28
Covered entity shall not request business associate to use or disclose protected health
information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if
done by covered entity.
VII. TERM AND TERMINATION
(a) Term. The Term of this Agreement shall be effective as of DATE and shall terminate on
DATE or on the date covered entity terminates for cause as authorized in paragraph (b) of
this Section, whichever is sooner.
(b) Termination for Cause. Business associate authorizes termination of this Agreement by
covered entity, if covered entity determines business associate has violated a material term
of the Agreement and business associate has not cured the breach or ended the violation
within the time specified by covered entity.
(c) Obligations of Business Associate Upon Termination.
Upon termination of this Agreement for any reason, business associate, with respect to
protected health information received from covered entity, or created, maintained, or
received by business associate on behalf of covered entity, shall:
Retain only that protected health information which is necessary for business associate
to continue its proper management and administration or to carry out its legal and
contractual responsibilities;
Return to covered entity, or destroy, the protected health information that the business
associate maintains in any form;
Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164
with respect to electronic protected health information to prevent use or disclosure of the
protected health information, other than as provided for in this Section, for as long as
business associate retains the protected health information;
Not use or disclose the protected health information retained by business associate
other than for the purposes for which such protected health information was retained and
subject to the same conditions set out above under "Permitted Uses and Disclosures By
Business Associate" which applied prior to termination; and
Return to covered entity, or destroy, the protected health information retained by
business associate when it is no longer needed by business associate for its proper
management and administration or to carry out its legal and contractual responsibilities.
(d) Survival. The obligations of business associate under this Section shall survive the
termination of this Agreement.
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 27 of 28
r
6/14/21 BY: �^
Date J hn E. Chaquica, CEO
GEORGE HILLS COMPANY INC.
W
Date
Jim Sch tz, pity Manager
CITY O S)NN RAFAEL
Claims Adjusting and Administration Services Between the City of San Rafael and George Hills Company
page 28 of 28
RAP
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s
o
\y1
T y bV I T H P e�`
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: City Attorney
Project Manager: Rob Epstein Extension: 3080
Contractor Name: George Hills Company
Contractor's Contact: John Chaquica, CEO Contact's Email: John.Chaquica@georgehills.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
n/a
❑X
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
5/25/2021
2
City Attorney
a. Review, revise, and comment on draft agreement
6/10/2021
and return to Project Manager
b. Confirm insurance requirements, create Job on
n/a
Department Director
PINS, send PINS insurance notice to contractor
3
Approval of final agreement form to send to
❑
contractor
Forward three (3) originals of final agreement to
4
Project Manager
❑
contractor for their signature
When necessary, contractor -signed agreement
❑ N/A
5
Project Manager
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
6/21/2021
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
City Attorney
Attorney with printed copy of this routing form
7
Review and approve hard copy of signed
4/2#202
City Attorney
agreement
Review and approve insurance in PINS, and bonds��
8
2-1/U
C"..
(for Public Works Contracts)
9 : City Manager/ Mayor
Agreement executed by City Council authorized/
41 Z/
official
b
Attest signatures, retains original agreement and
/
b
10 City Clerk
forwards copies to Project Manager