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HomeMy WebLinkAboutDR MARC CHIMONAS MD - CONTRACT - AGREEMENT MISC - DR MARC CHIMONAS MDPROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement is between the City of Fort Collins (the “City”) and Dr. Marc Chimonas MD (the “Physician”) for the purpose of acting as Medical Director for the Occupational Health Clinic and Authorized Treating Physician (ATP) serving the City of Fort Collins employee’s for work related injuries, and is effective August 1, 2017. RECITALS The City of Fort Collins is a municipal corporation and is self-insured. The City of Fort Collins desires to engage the Physician to provide Medical Director and ATP Services. The parties therefore agree as follows: 1. Duties and Obligations of the Physician. a. Coverage Services. (i) The Physician will provide the Coverage Services as more fully set forth in Attachment A in accordance with the service standards set forth there, which is incorporated into this Agreement. b. Licensure; Certifications; Medical Staff Privileges. During the Term of this Agreement Physician will: (i) Maintain in good standing his or her license to practice medicine in the State of Colorado; (ii) Maintain in good standing his or her Board Certification in Occupational and Environmental Medicine (iii) Maintain Colorado’s Division of Workers’ Compensation Level II accreditation. c. Services Standards. Physician will perform the Coverage Services in accordance with: (i) All applicable laws, regulations, and policies, of federal, state, and local governmental agencies having valid jurisdiction over the City or Physician — for example, the Colorado Department of Public Health and Environment, the Colorado Board of Medical Examiners, the Centers for Medicare and Medicaid Services, and the Office of Inspector General of the Department of Health and Human Services; and d. Directives. Physician will comply with all lawful directives (not inconsistent with the terms and conditions of this Agreement) issued from time to time by the City of Fort Collins that are relevant to the Coverage Services. 2. Insurance. Physician will maintain basic limits professional malpractice liability insurance, covering all Coverage Services provided pursuant to this Agreement, in amounts not less than $1,000,000 per occurrence and $3,000,000 annual aggregate. This obligation survives for three years following termination or expiration of this Agreement. Contemporaneously with execution of this Agreement the Physician will provide a certificate of insurance DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 evidencing the coverage required by this Agreement. Physician will notify the City of Fort Collins immediately in writing of the cancellation or termination of this insurance coverage. 3. Term and Termination. a. Term. The initial term of this Agreement (the "Initial Term") commences on the date stated in the introductory clause and continues for a period of one year and will automatically renew for successive one-year terms unless terminated by either party. b. Termination Without Cause. Either party may terminate this Agreement at any time without cause upon 15 days written notice to the other party. c. Termination for Cause. Either party may terminate this Agreement upon a material breach by the other party upon thirty (15) days written notice to the other party, unless the breach is cured by the breaching party to the reasonable satisfaction of the non-breaching party within ten (10) days of written notice. 4. Compensation to Physician. a. Amount. The City of Fort Collins will pay to the Physician $105 per hour for Coverage Services prorated to fifteen minutes units. b. Invoices. On or about the fifth day of each month, Physician will submit a written record of the hours (Attachment B) that he or she actually provided Coverage Service for the prior month. The City of Fort Collins will make payment to Physician within 30 days of receiving this written record. 5. Assignment and Billing. a. Upon the written request of the Physician during the Term of this Agreement, the City of Fort Collins will provide Physician unrestricted access, at reasonable times, to claims submitted by the City of Fort Collins for Coverage Services as reasonably required in the performance of this Agreement. 6. Compliance with Regulations. a. Pursuant to Title 42 of the United States Code and applicable rules and regulations thereunder, until the expiration of four years after the termination or expiration of this Agreement, Physician will make available, upon appropriate written request by the Secretary of the United States Department of Health and Human Services or the Comptroller General of the United States General Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the costs of the Coverage Services provided Physician under this Agreement. b. The amounts to be paid under this Agreement represent the fair market value of the Services to be provided, as established by arms length negotiations by the parties, and have not been determined in any manner that takes into account the volume or value of any potential referrals between the parties. No amount paid under this Agreement is intended to be, nor should be construed to be, an inducement or payment for referral of patients by either party to the other party. In addition, the amounts charged under this Agreement do not include any discount, rebate, kickback, or other reduction in charges, and the amounts charged - 2 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 are not intended to be, nor should they be construed to be, an inducement or payment for referral of patients by either party to the other party. 7. HIPAA Compliance. a. Physician, by virtue of his or her membership on the City of Fort Collins medical staff, is part of an “Organized Health Care Arrangement” (as defined by the HIPAA Privacy and Security Rules) with the City of Fort Collins. Physician will follow the City of Fort Collins privacy and security policies and procedures. b. The Physician shall adhere to the HIPAA Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference. 8. City Records and Confidential Information. a. All records or other documentation that Physician creates in the course of providing the Coverage Services are the property of the City of Fort Collins and not of Physician. The City of Fort Collins will make these records available to Physician as reasonably necessary for treatment and payment purposes. b. When this Agreement expires or terminates, Physician may not take or retain — without prior written permission of the City of Fort Collins — any records of the City of Fort Collins, including any copies. This includes patient records, patient lists, financial records, and business plans. c. Except as permitted by the City of Fort Collins in writing or as required by law, Physician may not disclose to any person or entity any of the City of Fort Collins Confidential Information. For purposes of this Agreement, Confidential Information means: (i) Billing and other financial information, such as charges; (ii) Volume data, such as patient volumes by facility, zip code, payer, payer type, drug, or procedure; (iii) Work processes; (iv) Policies and procedures; (v) Software created by or on behalf of, or modified by or on behalf of, the City; (vi) Business and marketing data and plans; (vii) Patient information and records; (viii) Records and other documents created by Physician in the course of providing the Coverage Services; and (ix) Any other information that the City of Fort Collins marks as confidential or states in writing is confidential. d. The provisions of this Section survive the termination or expiration of this Agreement. 9. Independent Contractor Status. a. This Agreement does not constitute the hiring of the Physician as an employee of the City of Fort Collins. The parties agree that the relationship of the Physician to - 3 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 the City of Fort Collins while this Agreement is in effect is that of independent contractor. b. The Physician acknowledges that he or she is not entitled to any employment rights or benefits of the City of Fort Collins. c. Nothing contained in this Agreement constitutes the City of Fort Collins or Physician as members of any partnership, joint venture, association, syndicate, or other entity. d. Nothing contained in this Agreement grants or confers on the City of Fort Collins or Physician any express, implied or apparent authority to incur any obligation or liability on behalf of other party (unless otherwise agreed to in writing by both parties). e. Physician is solely responsible to pay all applicable taxes, as well as any employee benefits or obligations made necessary by reason of Physicians performance of Services for the City of Fort Collins. 10. Assignment. No party may assign this Agreement without the prior written consent of the other party. 11. Indemnification. a. Each party is responsible for its own acts and omissions and those of its respective agents. Nothing in this Agreement shall create any new or additional right of action against the other party. b. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. 12. Notices. All notices, requests, demands and other communications required or permitted under this Agreement are sufficient if hand-delivered, sent by first class mail, postage prepaid, or delivered by national overnight delivery service, delivery charges prepaid and addressed as set forth below: Physician: Dr. Marc Chimonas 235 North Grant Avenue Fort Collins, CO 80521 mchimonas@msn.com City: City of Fort Collins SSRM 215 N Mason St. Fort Collins, CO 80522 Attn: Director Safety, Security & Risk Management Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address to the other party, in conformity with the provisions of this Section for the giving of notice. Notices hand delivered are deemed - 4 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 given on the day so hand delivered; notices given by mail are deemed given on the third business day after mailing; and notices given by national overnight delivery service are deemed given on the next business day after delivery to the service. 13. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. - 5 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 14. Miscellaneous. a. Binding Effect. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. b. Severability. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision. c. Governing Law. This Agreement will be construed and enforced in accordance with the internal laws of the State of Colorado, without consideration of conflict of laws principles. d. Non-Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. e. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings with respect its subject matter. No amendment of this Agreement is enforceable against any party unless the amendment is in writing and the party against whom enforcement is sought has signed the amendment. The parties agree that this Agreement does not conflict with any other prior agreements between the parties that do not relate to the subject matter of this Agreement. f. Section Headings. The section headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of any provision of this Agreement. - 6 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 g. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original as against any party whose signature appears on the counterpart. Multiple, separately signed counterparts taken together constitute one and the same instrument. This Agreement is binding when one or more counterparts of it, individually or taken together, bear the signatures of all of the parties. The undersigned are executing this Agreement on the date stated in the introductory clause. City of Fort Collins _________________________________ Gerry Paul, Director Purchasing ATTEST: _________________________________ APPROVED AS TO FORM: ________________________________ Physician: _________________________________ Marc Chimonas MD - 7 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Assistant City Attorney City Clerk Attachment A Coverage Services and Service Standards 1. Coverage Services. Physician will provide the following services (the “Coverage Services”) for adult patients (patients 18 years or age or older): a. Provide direct clinical services for C.O.M.P. patients based on Colorado Division of Workers’ Compensation Treatment Guidelines; b. Provide guidance for cases that fall outside the Workers’ Compensation Treatment Guidelines and those cases designated by the case manager as "red flags"; c. Provide input regarding the development of medical and operational protocols, policies and procedures to be utilized by the C.O.M.P. Provide medical direction and consultation to the C.O.M.P. staff; d. Communicate with collaborating physicians on a regular basis to monitor adherence to Workers’ Compensation Treatment Guidelines; e. Any other duty as may be reasonably requested by the City of Fort Collins from time to time. 2. Service Standards. In providing the Coverage Services, Physician will: a. Take reasonable steps to enter charges timely; b. Provide and maintain a collaborative agreement with the Occupational Health Professional. c. Provide input regarding the development of medical and operational protocols, policies and procedures to be utilized by the City of Fort Collins. Provide medical direction and consultation to the City of Fort Collins. d. Maintain open communication between the City of Fort Collins staff, administration and medical staff. - 8 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Attachment B Monthly Time Log Monthly Time Log Physician: Coverage for: The City of Fort Collins Occupational Health Program Month: _____________________ Date of Service Patient Name Time Total Hours for Month: _________ For the City of Fort Collins Use ONLY Total Hours: _________ Total Payment: _________ Department #: __________ Account Code: __________ Approved by:________________________ Date:______________ - 9 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 EXHIBIT A HIPAA BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into on this date of June 16, 2017 (the "Effective Date"), by and between City of Fort Collins ("Covered Entity") and Dr. Marc Chimonas MD ("Business Associate"). RECITALS: WHEREAS, Covered Entity and Business Associate mutually desire to outline their individual responsibilities with respect to the use and/or disclosure of Protected Health Information ("PHI") as mandated by the Privacy Rule promulgated under the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") including all pertinent regulations issued by the U.S. Department of Health and Human Services as outlined in 45 C.F.R. Parts 160, 162 and 164; (“HIPAA Privacy Rules and/or Security Standards”)and WHEREAS, Covered Entity and Business Associate understand and agree that the HIPAA Privacy Rules and Security Standards requires the Covered Entity and Business Associate enter into a Business Associate Agreement which shall govern the use and/or disclosure of PHI and the security of PHI and ePHI. NOW, THEREFORE, the parties hereto agree as follows: Article I. Definitions. When used in this Agreement and capitalized, the following terms have the following meanings: Section 1.01 "Breach" shall mean the unauthorized acquisition, access, use, or disclosure of PHI which comprises the security or privacy of such information. However, the term 'breach' shall not include (1) any unintentional acquisition, access, or use of PHI by an employee or individual acting under the authority of a covered entity or business associate if such acquisition, access, or use was made in good faith and within the course and scope of the employment or other professional relationship of such employee or individual, respectively, with the covered entity or business associate; and such information is not further acquired, accessed, used, or disclosed by any person; or (2) any inadvertent disclosure from an individual who is otherwise authorized to access protected health information at a facility operated by a covered entity or business associate to another similarly situated individual at same facility; and (3) any such information received as a result of such disclosure is not further acquired, accessed, used, or disclosed without authorization by any person. Section 1.02 "Electronic Protected Health Information" or “ePHI” shall mean Protected Health Information transmitted by electronic media or maintained in electronic media. Section 1.03 "Individual" shall have the same meaning as the term "Individual" in 45 C.F.R. §164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g). Section 1.04 "Privacy Rule" shall mean the Standards for Privacy of Individual Identifiable Health Information as set forth at 45 C.F.R. Parts 160 and 164 Subparts A and E. - 10 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Section 1.05 "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 164.501, limited to the information created or received by Business Associate from or on behalf of Covered Entity. Section 1.06 "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.501. Section 1.07 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. Section 1.08 “Security Incident” shall mean any attempted or successful unauthorized access, use, disclosure, modification or destruction of information or systems operations in an electronic information system. Section 1.09 “Security Rule” shall mean the Standards for Security of PHI, including ePHI, as set forth at 45 C.F.R. Parts 160 and 164 Subpart C. Section 1.10 “Unsecured Protected Health Information” shall mean protected health information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary. Terms used but not defined in this Agreement shall have the same meaning as those terms in the HIPAA regulations. Article II. Obligations and Activities of Business Associate Regarding PHI. Section 2.01 Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law. Section 2.02 Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement. Section 2.03 Business Associate agrees to ensure that any agents, including sub-contractors (excluding entities that are merely conduits), to whom it provides PHI agree to the same restrictions and conditions that apply to Business Associate with respect to such information. Section 2.04 Business Associate agrees to provide access, at the request of Covered Entity, and in a reasonable time and manner designated by Covered Entity, to PHI in a Designated Record Set that is not also in Covered Entity's possession, to Covered Entity in order for Covered Entity to meet the requirements under 45 C.F.R. § 164.524. Section 2.05 Business Associate agrees to make any amendment to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 in a reasonable time and manner designated by Covered Entity. Section 2.06 Business Associate agrees to make internal practices books and records relating to the use and disclosure of PHI available to the Secretary, in a reasonable time and manner as designated by the Covered Entity or Secretary, for - 11 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Business Associate shall immediately notify Covered Entity upon receipt or notice of any request by the Secretary to conduct an investigation with respect to PHI received from the Covered Entity. Section 2.07 Business Associate agrees to document any disclosures of PHI that are not excepted under 45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. Section 2.08 Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information collected in accordance with paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. Section 2.09 Business Associate agrees to use or disclose PHI pursuant to the request of Covered Entity; provided, however, that Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Article III. Permitted Uses and Disclosures of PHI by Business Associate. Section 3.01 Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. Section 3.02 Business Associate may use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate. Section 3.03 Business Associate may disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate if: (i) such disclosure is Required by Law, or (ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that such 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 agrees to notify Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. Section 3.04 Business Associate shall limit the PHI to the extent practicable, to the limited data set or if needed by the Business Associate, to the minimum necessary to accomplish the intended purpose of such use, disclosure or request subject to exceptions set forth in the Privacy Rule. Section 3.05 Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B). Article IV. Obligations of Covered Entity Regarding PHI. - 12 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Section 4.01 Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice. Section 4.02 Covered Entity shall provide Business Associate with any changes in, or revocation of, authorization by an Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. Section 4.03 Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, if such restrictions affect Business Associate's permitted or required uses and disclosures. Section 4.04 Covered Entity shall require all of its employees, agents and representatives to be appropriately informed of its legal obligations pursuant to this Agreement and the Privacy Rule and Security Standards required by HIPAA and will reasonably cooperate with Business Associate in the performance of the mutual obligations under this Agreement. Article V. Security of Protected Health Information. Section 5.01 Business Associate has implemented policies and procedures to ensure that its receipt, maintenance, or transmission of all protected health information (“PHI”), either electronic or otherwise, on behalf of Covered Entity complies with the applicable administrative, physical, and technical safeguards required protecting the confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules and Security Standards. Section 5.02 Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality, availability and integrity of PHI as required by HIPAA Privacy Rules and Security Standards. Section 5.03 Business Associate agrees to report to Covered Entity any Security Incident (as defined 45 C.F.R. Part 164.304) of which it becomes aware. Business Associate agrees to report the Security Incident to the Covered Entity as soon as reasonably practicable, but not later than 10 business days from the date the Business Associate becomes aware of the incident. Section 5.04 Business Associate agrees to establish procedures to mitigate, to the extent possible, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement. Section 5.05 Business Associate agrees to immediately notify Covered Entity upon discovery of any Breach of Unsecured Protected Health Information (as defined in 45 C.F.R. §§ 164.402 and 164.410) and provide to Covered Entity, to the extent available to Business Associate, all information required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D. - 13 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Section 5.06 Covered Entity agrees and understands that the Covered Entity is independently responsible for the security of all PHI in its possession (electronic or otherwise), including all PHI that it receives from outside sources including the Business Associate. Article VI. Term and Termination. Section 6.01 Term. This Agreement shall be effective as of the Effective Date and shall remain in effect until the Business Associate relationship with the Covered Entity is terminated and all PHI is returned, destroyed or is otherwise protected as set forth in Section 7(d). Section 6.02 Termination for Cause by Covered Entity. Covered Entity may terminate its contract(s) or business association with Business Associate if Covered Entity determines that Business Associate has violated a material term of the contract, to include this Agreement. Section 6.03 Termination by Business Associate. This Agreement may be terminated by Business Associate upon 30 days prior written notice to Covered Entity in the event that Business Associate, acting in good faith, believes that the requirements of any law, legislation, consent decree, judicial action, governmental regulation or agency opinion, enacted, issued, or otherwise effective after the date of this Agreement and applicable to PHI or to this Agreement, cannot be met by Business Associate in a commercially reasonable manner and without significant additional expense. Section 6.04 Effect of Termination. Upon termination of this Agreement for any reason, at the request of Covered Entity, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall not retain any copies of the PHI unless necessary for proper document retention/archival purposes only or if such PHI is stored as a result of backup email systems that store emails for emergency backup purposes. If the return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. Article VII. Amendment. The parties may agree to amend this Agreement from time to time in any other respect that they deem appropriate. This Agreement shall not be amended except by written instrument executed by the parties. Article VIII. Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement will to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the Covered Entity and the Business Associate agree that the court making such determination will have the - 14 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 power to modify such provision, and such modified provision will then be enforceable to the fullest extent permitted by law. Article IX. Notices. All notices, requests, consents and other communications hereunder will be in writing, will be addressed to the receiving party's address set forth below or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) made facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or certified mail, return receipt requested, postage prepaid. If to the Covered Entity: City of Fort Collins Attn: Director Safety, Security & Risk Management PO Box 580 Fort Collins, CO 80522 Copy: If to the Business Associate: Dr. Marc Chimonas 235 North Grant Ave. Fort Collins, CO 80521 Article X. Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the referenced section or its successor, and for which compliance is required. Article XI. Headings and Captions. The headings and captions of the various subdivisions of the Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. Article XII. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter set forth herein and supersedes all prior agreements, arrangements and communications, whether oral or written, pertaining to the subject matter hereof. Article XIII. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of both Parties and their respective successors and assigns. City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 - 15 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Article XIV. No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. Article XV. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. Article XVI. Interpretation. It is the Parties' intent to comply strictly with all applicable laws, including without limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in connection with this Agreement. In the event there shall be a change in the Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated under this Agreement or which shall make this Agreement unlawful, the Parties shall immediately enter into good faith negotiations regarding a new arrangement or basis for compensation pursuant to this Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the Parties prior to the change. In addition, the Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one or the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties. To the extent this Agreement is in violation of applicable law, then the Parties agree to negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to law. - 16 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the Effective Date. BUSINESS ASSOCIATE: By: Print Name: Title: COVERED ENTITY: CITY OF FORT COLLINS By: Gerry Paul Purchasing Director - 17 - DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995 Dr. Marc Chimonas Physician 185 Greenwood Road : P.O. Box 2900 : Napa, CA 94558-0900 : (707)226-0100 : (800)421-2368 : www.thedoctors.com MPL003 (04/15) 24018 Page 1 of 1 MC02003 16825935 - 00 Insured CERTIFICATE OF INSURANCE Issue Date: First Named Insured: A Claims-Made Professional Liability Policy Insured: Specialty: From: To: Policy Number: Policy Period: Retroactive Date: The Insured above is: A Named Insured A Locum Tenens An Additional Insured Agency and Address: LIMITS OF LIABILITY Claim Limit: Aggregate Limit: Departure Period: From: To: Effective Date: IMPORTANT NOTICE: This document is issued as a matter of information and does not confer rights to any recipient. This document is not binding, is not part of the Policy described below, and does not change or extend the coverage provided by that Policy. Marc-Andre' R Chimonas MD OCM01 - Occupational Medicine 02/09/2017 Marc-Andre' R Chimonas MD 1030 Centre Ave, Ste B Fort Collins, CO 80526 1353517 03/01/2017 03/01/2018 03/01/2017 X The Doctors Company Insurance Services 5885 Meadows Rd., #300 Lake Oswego, OR 97035 (800) 243-3503 $1,000,000 $3,000,000 N/A N/A 03/01/2017 I. Locum Tenens and Additional Insureds share Limits of Liability with the applicable Named Insured. II. Individuals who occupy a “slot” share Limits of Liability with all others who occupy the same “slot” during the Policy Period. III. Photocopies of this document are deemed as valid as the original. IV. The Policy, including Endorsements, determines the coverage provided. Some Claims may not be covered by the terms of the Policy, or may be subject to restrictions such as lower Limits of Liability. V. If the Policy, or coverage for any person, is canceled for any reason or if the terms of the Policy are changed, we will notify the First Named Insured (and any additional Named Insureds as required by applicable state law). Coverage is not in effect unless and until all payments are received when due. VI. If a Departure Period is indicated, the Policy will not respond to Probable Claim Events arising from Professional Services Incidents or Review Incidents that take place during the designated period; however, the Policy will respond if we receive a Claim Report during this period. DocuSign Envelope ID: 141C11C2-2476-4740-97CE-0EB3156B4995