Loading...
HomeMy WebLinkAboutP-21-366 County of Fresno George Hills Agreement.pdfClaims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 1 of 30 CLAIMS ADJUSTING AND ADMINISTRATION SERVICE CONTRACT BETWEEN THE COUNTY OF FRESNO AND GEORGE HILLS COMPANY, INC. This contract is made and entered into this day of , 2021 by and between the COUNTY OF FRESNO, 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. Tom Baber, Asst. 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 2220 Tulare Street, 16th Floor Fresno, CA 93721 (559) 600- 1850. IT IS HEREBY AGREED by and between the parties signing this contract as follows: I.GENERAL CLIENT is in need of a qualified third-party administrator to assist in the duties and responsibilities of administering the CLIENT’s third-party liability claims, Medical Malpractice claims, first party property claims and subrogation services. GH shall act as a representative of the CLIENT and when directed will provide the services as listed in “Attachment A”, attached hereto and incorporated herein by this reference. GH is a third- party claims administrator handling self-insured public entity 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, negotiation and evaluation of third-party liability claims, Medical Malpractice claims, first party property claims, including filing with excess property carriers and subrogation claims. II.SCOPE OF SERVICES GH agrees to provide complete claim handling services on each accident or incident, as directed by CLIENT. CLIENT and GH agree that GH will serve as an independent adjuster on up to 75 claims to be assigned by CLIENT. Each Claim will be subject to the Scope of Services and CLIENT Expressed Authority and Limitations form, attached hereto as Attachment A. 10th September Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 2 of 30 III.DENIAL, COMPROMISE, OR SETTLEMENT OF CLAIMS It is agreed that CLIENT has granted authority as set forth in Attachment A, Scope of Services to GH for the purpose of rejecting, compromising, settling or paying any claims against CLIENT being handled by GH. Prior approval to compromise or settle any claim or pay any expense will be obtained from the CLIENT’s inhouse adjuster or Risk Manager on matters exceeding the authority granted above and listed in CLIENT’S Expressed Authority and Limitations. IV.FILE RETENTION GH shall utilize the CLIENT’s SIMS and the CLIENT shall serve as the custodian of its 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. 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 will oversee 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 all assigned Bodily Injury claims for GH including Medicare, Medi-Cal, and SCHIP Extension Act of 2007 (MMSEA). CLIENT shall be responsible for updating GH on any changes to coverage/policy language; including limits, retentions/deductibles and coverage changes by Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 3 of 30 April 30 of each year. VIII.COMPENSATION, FEES AND EXPENSES The following compensation, fees and expenses, shall be paid in consideration for the services provided by GH pursuant to this Contract. A.Fixed Fee. For handling up to 75 liability claims, with a maximum of 10 litigated claims assigned at any one time, up to 10 First Party Property claims (up to $100,000 incurred), and up to 5 Medical Malpractice claims pursuant to Section I, Subsections A through F, of Attachment A, CLIENT shall pay GH a fixed fee of $70,000 for each one year term of this Contract. This fixed fee shall be paid in equal monthly payments for which GH shall submit monthly invoices in triplicate to the County of Fresno Human Resources Department/Risk Management 2220 Tulare Street, 16th Floor, Fresno, CA 93721. In no event shall services performed under this Agreement be in excess of $70,000.00 per year during the term of this Agreement. It is understood that all expenses incidental to GH’S performance of services under this Agreement shall be borne by GH. B.Time and Expense Costs and Allocated Expenses. Time and Expense costs and Allocated Expenses, as set forth in Attachment B, attached hereto and incorporated herein by this reference, are costs separate from the annual fixed fee and shall be preapproved by CLIENT. CLIENT shall reimburse GH for preapproved Time and Expense and Allocated Expenses incurred by GH, but in no event shall Allocated Expenses and Time and Expense costs exceed $25,000 during each one-year term of this Contract. C.In no event shall the total amount paid by CLIENT to GH during any one year of this agreement, to include Fixed Fees, Time and Expense Costs and Allocated Expenses, and 1st Party Subrogation Fees, be in excess of $100,000. D.Payments by CLIENT shall be in arrears, for services provided during the preceding month, within forty-five (45) days from date of receipt, verification and approval of GH’s invoice and supporting documentation by the CLIENT. IX.TERM AND TERMINATION The term of this Contract shall commence on September 13, 2021 and will remain in effect through and including August 31, 2023, unless terminated earlier pursuant to this Section IX. Either party may terminate this Contract for any reason upon issuing a thirty (30) 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 t Contract upon thirty (30) 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 30-day period in connection with Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 4 of 30 the scope of services of this Contract. Upon such termination, GH shall be entitled to payment from CLIENT for services completed and provided through the date of termination, per Section VIII. X. 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. XI. 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. XII. AUDITS AND INSPECTIONS The GH shall at any time during business hours, and as often as the CLIENT may deem necessary, make available to the CLIENT for examination all of its records and data with respect to the matters covered by this Contract. The GH shall, upon request by the CLIENT, permit the CLIENT to audit and inspect all of such records and data necessary to ensure GH'S compliance with the terms of this Contract. If this Contract exceeds ten thousand dollars ($10,000.00), GH shall be subject to the examination and audit of the Auditor General for a period of three (3) years after final payment under contract (Government Code Section 8546.7). XIII. HOLD HARMLESS GH agrees to indemnify, save, hold harmless, and at CLIENT’s request, defend the CLIENT, its officers, agents, and employees from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to CLIENT in connection with the performance, or failure to perform, by GH, its officers, agents, or employees under this Contract, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of GH, its officers, agents, or employees under this Contract. XIV. INSURANCE Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 5 of 30 Without limiting the CLIENT's right to obtain indemnification from GH or any third parties, GH, at its sole expense, shall maintain in full force and effect, the following insurance policies, or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Contract: 1)Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. CLIENT may require specific coverages including completed operations, products liability, contractual liability, Explosion- Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this Contract. 2)Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Contract. 3)Professional Liability If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. GH agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Contract, one or more policies of professional liability insurance with limits of coverage as specified herein. 4)Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. 5)Cyber liability Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by GH in this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Additional Requirements Relating to Insurance Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 6 of 30 GH shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Contract are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by CLIENT, its officers, agents and employees shall be excess only and not contributing with insurance provided under GH's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to CLIENT. GH hereby waives its right to recover from CLIENT, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Contract. GH is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but GH’s waiver of subrogation under this paragraph is effective whether or not GH obtains such an endorsement. Within Thirty (30) days from the date GH signs and executes this Contract, GH shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Human Resources Department, Risk Management Division, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Contract are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by CLIENT, its officers, agents and employees, shall be excess only and not contributing with insurance provided under GH's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to CLIENT. In the event GH fails to keep in effect at all times insurance coverage as herein provided, the CLIENT may, in addition to other remedies it may have, suspend or terminate this Contract upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. 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 Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 7 of 30 with the performance of services under this Contract, including appropriate business license. XVII.GOVERNING LAW Venue for any action arising out of or related to this Contract shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Contract shall be governed in all respects by the laws of the State of California. XVIII.FORCE MAJEURE CLAUSE. GH shall be relieved of any liability if unable to meet the terms and conditions of this Contract 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. XIV.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 County of Fresno Human Resources/Risk Management Attention: Steve Johnson, Risk Manager 2220 Tulare Street, 16th Floor Fresno, CA 93721 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. For all claims arising out of or related to this Contract, nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). XX.HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 8 of 30 1.) The parties to this Contract shall be in strict conformance with all applicable Federal and State of California laws and regulations, including but not limited to Sections 5328, 10850, and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et seq. of Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code and the Health Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of Title 42, United States Code (USC) and its implementing regulations, including, but not limited to Title 45, CFR, Sections 142, 160, 162, and 164, The Health Information Technology for Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient information, and the Genetic Information Nondiscrimination Act (GINA) of 2008 regarding the confidentiality of genetic information. Except as otherwise provided in this Contract, GH, as a Business Associate of CLIENT, may use or disclose Protected Health Information (PHI) to perform functions, activities or services for or on behalf of CLIENT, as specified in this Contract, provided that such use or disclosure shall not violate the Health Insurance Portability and Accountability Act (HIPAA), USC 1320d et seq. The uses and disclosures of PHI may not be more expansive than those applicable to CLIENT, as the “Covered Entity” under the HIPAA Privacy Rule (45 CFR 164.500 et seq.), except as authorized for management, administrative or legal responsibilities of the Business Associate. 2.) GH, including its subcontractors and employees, shall protect, from unauthorized access, use, or disclosure of names and other identifying information, including genetic information, concerning persons receiving services pursuant to this Contract, except where permitted in order to carry out data aggregation purposes for health care operations [45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This pertains to any and all persons receiving services pursuant to a CLIENT funded program. This requirement applies to electronic PHI. GH shall not use such identifying information or genetic information for any purpose other than carrying out GH obligations under this Contract. A. GH, including its subcontractors and employees, shall not disclose any such identifying information or genetic information to any person or entity, except as otherwise specifically permitted by this Contract, authorized by Subpart E of 45 CFR Part 164 or other law, required by the Secretary, or authorized by the CLIENT/patient in writing. In using or disclosing PHI that is permitted by this Agreement or authorized by law, GH shall make reasonable efforts to limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or request. B. For purposes of the above sections, identifying information Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 9 of 30 shall include, but not be limited to name, identifying number, symbol, or other identifying particular assigned to the individual, such as finger or voice print, or photograph. For purposes of the above sections, genetic information shall include genetic tests of family members of an individual or individual, manifestation of disease or disorder of family members of an individual, or any request for or receipt of, genetic services by individual or family members. Family member means a dependent or any person who is first, second, third, or fourth degree relative. C.GH shall provide access, at the request of CLIENT, and in the time and manner designated by CLIENT, to PHI in a designated record set (as defined in 45 CFR Section 164.501), to an individual or to CLIENT in order to meet the requirements of 45 CFR Section 164.524 regarding access by individuals to their PHI. With respect to individual requests, access shall be provided within thirty (30) days from request. Access may be extended if GH cannot provide access and provides individual with the reasons for the delay and the date when access may be granted. PHI shall be provided in the form and format requested by the individual or CLIENT. GH shall make any amendment(s) to PHI in a designated record set at the request of CLIENT or individual, and in the time and manner designated by CLIENT in accordance with 45 CFR Section 164.526. GH shall provide to CLIENT or to an individual, in a time and manner designated by CLIENT, information collected in accordance with 45 CFR Section 164.528, to permit CLIENT to respond to a request by the individual for an accounting of disclosures of PHI in accordance with 45 CFR Section 164.528. GH shall report to CLIENT, in writing, any knowledge or reasonable belief that there has been unauthorized access, viewing, use, disclosure, security incident, or breach of unsecured PHI not permitted by this Contract of which it becomes aware, immediately and without reasonable delay and in no case later than two (2) business days of discovery. Immediate notification shall be made to CLIENT’s Information Security Officer, Privacy Officer, CLIENT’s Department of Behavioral Health HIPAA Representative, and CLIENT’s Risk Manager within two (2) business days of discovery. The notification shall include, to the extent possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached. GH shall take prompt corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure required by applicable Federal and State Laws and regulations. GH shall investigate such breach and is responsible for all notifications required by law Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 10 of 30 and regulation or deemed necessary by CLIENT and shall provide a written report of the investigation and reporting required to CLIENT’s Information Security Officer and Privacy Officer. This written investigation and description of any reporting necessary shall be postmarked within the thirty (30) working days of the discovery of the breach to the addresses below: County of Fresno County of Fresno County of Fresno Dept. of Behavioral Health Dept. of Public Health Information Technology Services HIPAA Representative Privacy Officer Information Security Officer (559) 600-6439 (559) 600-6405 (559) 600-5800 P.O. Box 11867 P.O. Box 11867 333 W. Pontiac Way Fresno, CA 93775 Fresno, CA 93775 Clovis, CA 93612 County of Fresno Risk Manager (559) 600-1851 2220 Tulare Street, 16th Floor Fresno, CA 93721 GH shall make its internal practices, books, and records relating to the use and disclosure of PHI received from CLIENT or created or received by the GH on behalf of CLIENT, in compliance with HIPAA’s Privacy Rule, including, but not limited to the requirements set forth in Title 45, CFR, Sections 160 and 164. GH shall make its internal practices, books, and records relating to the use and disclosure of PHI received from CLIENT or created or received by the GH on behalf of CLIENT, available to the United States Department of Health and Human Services (Secretary) upon demand. GH shall cooperate with the compliance and investigation reviews conducted by the Secretary. PHI access to the Secretary must be provided during the GH’s normal business hours, however, upon exigent circumstances access at any time must be granted. Upon the Secretary’s compliance or investigation review, if PHI is unavailable to GH and in possession of a Subcontractor, it must certify efforts to obtain the information to the Secretary. A. Safeguards GH shall implement administrative, physical, and technical safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives, maintains or transmits on behalf of CLIENT and to prevent unauthorized access, viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement. GH shall conduct an accurate and thorough assessment of the potential risks and vulnerabilities to the confidential, integrity and availability of electronic PHI. GH shall develop and maintain a written information privacy and security program that includes administrative, technical and Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 11 of 30 physical safeguards appropriate to the size and complexity of GH’s operations and the nature and scope of its activities. Upon CLIENT’s request, GH shall provide CLIENT with information concerning such safeguards. GH shall implement strong access controls and other security safeguards and precautions to restrict logical and physical access to confidential, personal (e.g., PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the following administrative and technical password controls for all systems used to process or store confidential, personal, or sensitive data: 1.Passwords must not be: a.Shared or written down where they are accessible or recognizable by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area; b.A dictionary word; or c.Stored in clear text 2.Passwords must be: a.Eight (8) characters or more in length; b.Changed every ninety (90) days; c.Changed immediately if revealed or compromised; d.Composed of characters from at least three (3) of the following four (4) groups from the standard keyboard: i.Upper case letters (A-Z); ii.Lowercase letters (a-z); iii.Arabic numerals (0 through 9); and iv. Non-alphanumeric characters (punctuation symbols). GH/S shall implement the following security controls on each workstation or portable computing device (e.g., laptop computer) containing confidential, personal, or sensitive data: 1.Network-based firewall and/or personal firewall; 2.Continuously updated anti-virus software; and 3.Patch management process including installation of all operating system/software vendor security patches. GH shall utilize a commercial encryption solution that has received FIPS 140- 2 validation to encrypt all confidential, personal, or sensitive data stored on portable electronic media (including, but not limited to, compact disks and thumb drives) and on portable computing devices (including, but not limited to, laptop and notebook computers). GH shall not transmit confidential, personal, or sensitive data via e-mail or other internet transport protocol unless the data is encrypted by a solution that has been validated by the National Institute of Standards and Technology (NIST) as conforming to the Advanced Encryption Standard (AES) Algorithm. GH must apply appropriate sanctions against its employees who fail to comply with these safeguards. GH must adopt procedures for terminating access to PHI when employment of employee ends. B.Mitigation of Harmful Effects GH shall mitigate, to the extent practicable, any harmful effect that is suspected or known to GH of an unauthorized access, viewing, use, disclosure, or breach of PHI by GH or its subcontractors in violation of the requirements of these provisions. GH/S must document suspected or known harmful effects and the outcome. J.GH Subcontractors GH shall ensure that any of its contractors, including subcontractors, if applicable, to whom GH provide PHI received from or created or received by GH on behalf of Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 12 of 30 CLIENT, agree to the same restrictions, safeguards, and conditions that apply to GH with respect to such PHI and to incorporate, when applicable, the relevant provisions of these provisions into each subcontract or sub-award to such agents or subcontractors. K. Employee Training and Discipline GH shall train and use reasonable measures to ensure compliance with the requirements of these provisions by employees who assist in the performance of functions or activities on behalf of CLIENT under this Agreement and use or disclose PHI and discipline such employees who intentionally violate any provisions of these provisions, including termination of employment. L. Termination for Cause Upon CLIENT’s knowledge of a material breach of these provisions by GH, CLIENT shall either: 1. Provide an opportunity for GH to cure the breach or end the violation and terminate this Agreement if GH do not cure the breach or end the violation within the time specified by CLIENT; or 2. Immediately terminate this Agreement if GH have breached a material term of these provisions and cure is not possible. 3. If neither cure nor termination is feasible, the CLIENT’s Privacy Officer shall report the violation to the Secretary of the U.S. Department of Health and Human Services. M. Judicial or Administrative Proceedings CLIENT may terminate this Agreement in accordance with the terms and conditions of this Agreement as written hereinabove, if: (1) GH is found guilty in a criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or (2) a finding or stipulation that the GH have violated a privacy or security standard or requirement of the HITECH Act, HIPAA or other security or privacy laws in an administrative or civil proceeding in which the GH is a party. N. Effect of Termination Upon termination or expiration of this Agreement for any reason, GH shall return or destroy all PHI received from CLIENT (or created or received by GH on behalf of CLIENT) that GH still maintain in any form and shall retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue to extend the protections of these provisions to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. This provision shall apply to PHI that is in the possession of subcontractors or agents, if applicable, of GH. If GH destroys the PHI data, a certification of date and time of destruction shall be provided to the CLIENT by GH. O. Disclaimer CLIENT makes no warranty or representation that compliance by GH with these provisions, the HITECH Act, HIPAA or the HIPAA regulations will be adequate or satisfactory for GH’s’ own purposes or that any information in GH possession or control, or transmitted or received by GH, is or will be secure from unauthorized access, viewing, use, disclosure, or breach. GH is solely responsible for all decisions made by GH regarding the safeguarding of PHI. P. Amendment The parties acknowledge that Federal and State laws relating to electronic data security and privacy are rapidly evolving and that amendment of these provisions may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to amend this agreement in order to implement the standards and requirements of HIPAA, the HIPAA regulations, the HITECH Act and other applicable laws relating to the security or privacy of PHI. CLIENT may terminate this Agreement upon thirty (30) days written notice in the event that GH does not enter into an amendment providing assurances regarding the safeguarding of PHI that CLIENT in its sole Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 13 of 30 discretion, deems sufficient to satisfy the standards and requirements of HIPAA, the HIPAA regulations and the HITECH Act. Q.No Third-Party Beneficiaries Nothing express or implied in the terms and conditions of these provisions is intended to confer, nor shall anything herein confer, upon any person other than CLIENT or GH and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. R.Interpretation The terms and conditions in these provisions shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA regulations and applicable State laws. The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in favor of a meaning that complies and is consistent with HlPAA and the HIPAA regulations. S.Regulatory References A reference in the terms and conditions of these provisions to a section in the HIPAA regulations means the section as in effect or as amended. T.Survival The respective rights and obligations of GH as stated in this Section shall survive the termination or expiration of this Agreement. U.No Waiver of Obligations No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation or shall prohibit enforcement of any obligation on any other occasion. XXI.NON-DISCRIMINATION: During the performance of this Contract, GH shall not unlawfully discriminate against any employee or applicant for employment, or recipient of services, because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and Federal statutes and regulation Disclosure of Self-Dealing Transactions: XXII.DISCLOSURE OF SELF DEALING TRANSACTIONS This provision is only applicable if the GH is operating as a corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the GH changes its status to operate as a corporation. Members of the GH’s Board of Directors shall disclose any self-dealing transactions that they are a party to while GH is providing goods or performing services under this Contract. A self-dealing transaction shall mean a transaction to which the GH is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Attachment C and incorporated herein by reference, and submitting it to the CLIENT prior to commencing with the self-dealing transaction or immediately thereafter. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 14 of 30 XXIII. AMENDMENT 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 XVIII. XXIV. 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. XXV. 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. XXVI. Electronic Signature: The parties agree that this Contract may be executed by electronic signature as provided in this section. An “electronic signature” means any symbol or process intended by an individual signing this Contract to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this Contract (1) is deemed equivalent to a valid original handwritten signature of the person signing this Contract for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Contract is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Contract with an original handwritten signature. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 15 of 30 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed by their duly authorized representatives as of the day and year first written above. BY: Date John E. Chaquica, CEO GEORGE HILLS COMPANY INC. BY: Date Gary Cornuelle, Purchasing Manager 9/10/21 Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 16 of 30 ATTACHMENT A SCOPE OF SERVICES AND CLIENT EXPRESSED AUTHORITY AND LIMITATIONS UNDER THE CONTRACT Services to be provided by GH are as follows: I.SERVICES INCLUDED IN THE CONTRACT A.Claim Review Meetings GH shall, on a mutually agreed periodic basis, meet with CLIENT to review and discuss the CLIENT’s claims inventory and claims results of specified periods and delivery of services by GH. GH agrees to appear at four (4) in person claim review meetings at a location determined by the CLIENT and agrees to appear at the balance of eight (8) monthly claim review meetings per year via virtual or telephonic appearance. B.Investigative Services—as directed 1)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. If deemed necessary to a claim or case, GH may contract with one or more third party investigators, if approved by CLIENT, in order to complete any and all necessary investigations. 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—as directed 1)Assess and evaluate the nature and extent of each claim and establish claims reserves for indemnity and legal expense. 2)GH will follow any CLIENT policy regarding tort claim rejection instructions, including rejection and return of an untimely or insufficient claim. 3) Ensure timely tort claim handling, including contact and follow-up with claimants regarding claim issues and processing. 4)Any bodily injury claim that is being pursued shall be indexed pursuant to the CLIENT’s practices. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 17 of 30 5)Determine the need for defense representation, CLIENT will assign defense counsel and GH will support litigation activity. 6) 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. 7) Maintain records on any such claim and notify CLIENT when CLIENT is about to exhaust the Self-Insured Retention. 8)Obtain settlement contracts and releases upon settlement of claims or potential claims not in litigation. 9)Perform periodic reviews, as needed, of CLIENT files and claims as well as statutory requirements to ensure compliance including excess insurance related requirements. 10)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 HIPAA language contained within the Agreement. D.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 the GH in connection with this contract shall be CLIENT's property and constitute the 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. E.Litigation Support Services—as directed 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. 2)Work cooperatively with CLIENT, CLIENT will assign 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; Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 18 of 30 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 if GH adjuster is in vicinity of Fresno court, otherwise return file back to inhouse adjuster for small claims actions filed against CLIENT on open claims handled by GH. In-person appearances are subject to additional fees based on time and expense rates. 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. F. Third Party Subrogation/Indemnity Services—as directed 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 CLIENT preapproval, GH with the assistance of counsel prepare and file any necessary litigation required to affect the claim of recovery on behalf of the CLIENT 6) Manage litigation related to such claims made to other person, businesses or entities G. First Party Subrogation Services—as directed 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 as follows: 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. b. With prior approval of CLIENT GH may engage the services of one of CLIENT’S litigation attorneys to consult, review and Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 19 of 30 determine the best legal strategy available at the time to obtain the best possible result for the 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 CLIENT’S litigation attorney. c.While GH is handling a subrogation claim for CLIENT pursuant to the terms of this Contract, and 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. i.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. d.CLIENT will pay a Subrogation Fee in the amount of 30% of the gross amount recovered for every recovery obtained by GH. 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. i.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. ii.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, of $95.00 per hour. GH will submit the final invoice within five business days of termination. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 20 of 30 CLIENT EXPRESSED AUTHORITY AND LIMITATIONS Investigation George Hills and CLIENT will discuss any investigations that require travel by GH to the Fresno area. GH will handle all other investigative services on assigned files. Retention of Vendors GH can assign the following: (Appraisers, translators, copy services, Independent adjuster, Independent Medical Exams, surveillance, etc.). Must be preauthorized by CLIENT if the amount of the fee exceeds of $5,000.00. Rejection of claims: CLIENT’s position regarding rejections (e.g. if CLIENT so dictates, a claim will be rejected for insufficiency). Protocols for Rejections: If Claim is $5,000.00 or under, GH can reject claim. The rejection letter will be signed by Risk Manager. Over $5,000 must be brought to the Claims Review Committee, thereafter, brought to the Board of Supervisors Consent Agenda. Notice of Insufficiency, Late Claim or Leave to Present a Late Claim GH can send Notice of Insufficiency, Late Claim or Leave to Present a Late Claim. Litigation GH will handle assigned litigated claims. Mandatory Settlement Conferences & Mediations Upon CLIENT approval GH will attend settlement conferences and mediations on assigned cases. Small Claims Actions filed against CLIENT Upon CLIENT request (if adjuster of GH is located in Fresno area) will appear for Small Claims. Legal Counsel CLIENT will assign defense Counsel; CLIENT has an approved Legal Panel for Attorney Selection and GH will use CLIENT’s litigation guidelines. CLIENT Specific Litigation Guidelines Yes CLIENT Specific Litigation Referral Form/Letter Yes CLIENT Specific Litigation Budget Form Yes Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 21 of 30 Fees for Experts, photocopies, medical records, must be preapproved by CLIENT if the amount of the fee exceeds $5,000.00 as legal expense. Excess Reporting GH will report assigned 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 GH Adjuster must seek approval from (CLIENT contact) to post indemnity reserves above authority level of 100,000.00. Medical Treatment Medical authorizations should only be sent to the claimant once liability is determined adverse to the CLIENT. Claims Exceeding SIR GH stops tracking activity once the SIR has been reached and will return claim to CLIENT. Third party Subrogation Services 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 . Under Attachment B. 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 30% of the gross recovery of each clam initiated by GH. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 22 of 30 ATTACHMENT B ALLOCATED EXPENSES Typically, allocated expenses are those expenses that are generated by a claim, including additional adjuster fees at a rate of $95.00 per hour and special claims handling and 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 CLIENT 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 vendor where the TPA has acted as an agent on behalf of the CLIENT to necessarily outscore services to a third-party vendor 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. Any allocated expenses must be preapproved by CLIENT and GH will supply the fees and w-9 information.  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 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 Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 23 of 30 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. •Mileage – Adjuster: Mileage is paid at the IRS rate. •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. •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 of $95.00 per hour 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. •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. Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 24 of 30 ATTACHMENT C SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: “A self-dealing transaction means that a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest.” The definition above will be utilized for purposes of completing this disclosure form. Instructions 1. Enter board member’s name, job title (if applicable), and date this disclosure is being made. 2. Enter the board member’s company/agency name and address. 3. Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has a transaction; and b. The nature of the material financial interest in the corporation’s transaction that the board member has. 4. Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. 5. Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). Claims Adjusting and Administration Services Contract Between the County of Fresno and George Hills Company page 25 of 30 (1) Company Board Member Information: Name: Date: Job Title: (2)Company/Agency Name and Address: (3)Disclosure (Please describe the nature of the self-dealing transaction you are a party (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: Date: