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HomeMy WebLinkAbout20-98 Resolution No. 20-98 RESOLUTION AUTHORIZING EXECUTION OF A CONSULTING SERVICES AGREEMENT WITH ADVANCED DATA PROCESSING, INC., A SUBSIDIARY OF R1 RCM INC. FOR CERTAIN EMERGENCY MEDICAL SERVICES SUPPLEMENTAL REIMBURSEMENT CONSULTING SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Consulting Services Agreement on behalf of the City of Elgin with Advanced Data Processing,Inc.,a subsidiary of R1 RCM,Inc.,for certain emergency medical services supplemental reimbursement consulting services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 8, 2020 Adopted: July 8, 2020 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk R1 Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N. Michigan Avenue, Suite 2700 Chicago, IL 60611 June 26, 2020 City of Elgin Attn: Robb Cagann, Fire Chief 150 Dexter Court Elgin, IL 60120 Re: Consulting Services Agreement This letter shall confirm the agreement (this "Agreement") between the City of Elgin, an Illinois municipality (collectively, "Client" or"you") and Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. ("ADPI") for certain Emergency Medical Services(EMS)supplemental reimbursement consulting services(the"Consulting Services")to be provided by ADPI to you as set forth in this Agreement. This Agreement reflects our combined understanding regarding the Consulting Services, ADPI's fees payable by you in consideration of the Consulting Services and certain other terms and conditions. This agreement will be effective as of the date indicated by your signature below (the "Effective Date"). You and we are sometimes referred to herein as a"Party"or the"Parties." Client has selected ADPI and ADPI's consultant, Public Consulting Group, Inc. ("PCG"), on an annual basis to prepare an EMS supplemental reimbursement cost report and submission (the "Consulting Services") described in Statement of Work (SOW)attached as Exhibit A. You agree to promptly provide to ADPI any information, records and materials that we reasonably require to perform the Consulting Services, and that the information, records and.materials provided will be accurate and complete to the best of your knowledge, and further agree to inform ADPI promptly upon learning that any such information, records or materials is not accurate or complete. You will have sole responsibility regarding all decisions relating to the Consulting Services, including whether to use documents and materials provided to you by ADPI, and for determining whether the Consulting Services are appropriate for your purpose. Consulting Fees: Client shall pay to ADPI the fees set forth in SOW attached as Exhibit A (the "Fees"). Fees are exclusive of taxes. Except to the extent otherwise agreed in a SOW, payment for Fees shall be due in full within thirty,(30) days of Client's receipt of an invoice. Additional Management Services: Should you desire that ADPI provide any ongoing revenue cycle management services to Client other than the Consulting Services, you and ADPI will enter into a separate agreement reflecting any such services.arrangement. ADPI's fees for revenue cycle management services would be separately negotiated and agreed to by the Parties. GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 Intellectual Property: ADPI through its consultant PCG may use data models, work papers, processes, techniques, ideas, financial models, proprietary information, trade secrets, technology, computer programs and methods (collectively the "Materials") in delivering the Consulting Services to you. ADPI or its subcontractors retain all intellectual property rights in the Materials, including any improvements, discoveries, or knowledge learned during the provision of the Consulting Services. You acknowledge and agree that the Materials are and will remain the sole and exclusive property of ADPI and its subcontractors, and nothing in this Agreement grants or assigns to Client any right,title or interest, express or implied, in or to any intellectual property of ADPI or its subcontractors. Confidentiality: In connection with this Agreement, certain confidential and proprietary information regarding either Party (such Party, as applicable, the "Disclosing Party") may be disclosed to, learned, or otherwise discovered by the other Party (such Party, as applicable, the "Receiving Party"). Each Party agrees to hold the Confidential Information of the other Party in strict confidence, to use such information solely in connection with the Consulting Services, and to make no disclosure of such information except in accordance with the terms of this Agreement. A Party may disclose Confidential Information only to its personnel, agents and subcontractors (collectively, "Representatives") who are bound by confidentiality obligations no less restrictive than those applicable hereunder. Each Party shall immediately advise the other Party of any actual or potential violation of the terms of this Agreement,and shall reasonably cooperate with the Disclosing Party in relation thereto. Exceptions for Confidential Information. Confidential Information shall not include information that the Receiving Party can demonstrate (i) was, at the time of its disclosure, or thereafter becomes, part of the public domain through no fault of the Receiving Party or its Representatives, (ii)was known to the Receiving Party at the time of its disclosure from a source other than the Disclosing Party, (iii) is subsequently obtained from a third party not under a confidentiality obligation to the Disclosing Party, (iv) was independently developed without use of any Confidential Information of the Disclosing Party by Representatives of the Receiving Party who have had no access to any such Confidential Information,or(v) is required to be disclosed pursuant to subpoena, court order, or request by a government authority, or as otherwise required by law, provided that the Receiving Party has made reasonable efforts to provide the Disclosing Party with sufficient prior written notice of such requirement to enable the Disclosing Party to seek to prevent such disclosure and allows the Disclosing Party to participate in any proceeding requiring such disclosure. Return of Confidential Information. Upon expiration or termination of this Agreement,the Receiving Party shall promptly, at the Disclosing Party's option, either return or destroy all of the Confidential Information and all copies thereof and other materials containing such Confidential Information and the Receiving Party shall certify in writing its compliance with the foregoing. The Disclosing Party may request the return or destruction of its Confidential Information at any time or from time to time and Receiving Party shall promptly comply. Business Associate Agreement: The Parties have entered into a business associate agreement ("BAA")governing the use and disclosure of protected health information in accordance with 42 C.F. R. 164.502(e) of the regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"). A copy of the BAA is attached hereto as Exhibit B. Term: This Agreement shall be for three(3)years from the Effective Date(the"Initial Term")and thereafter shall automatically renew for successive one (1) year renewal terms (each, a "Renewal Term" and, together with the Initial Term, the "Term") upon the. expiration of the Initial Term or the then-current Renewal Term, unless either you or.we provide written notice to the other GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N. Michigan Avenue, Suite 2700 Chicago, IL 60611 r Party of your or our intent not to renew this Agreement at least sixty(60)days prior to the expiration of the then-current Term. Any other provision of this Agreement or the exhibits hereto notwithstanding, the Client shall have the right to terminate this Agreement at any time upon thirty (30) days written notice to ADPI. In the event this Agreement is so terminated, ADPI shall be paid for the services actually provided and fees earned prior to the date of such notice of termination. For the sake of clarity, the Consulting Services involve preparation and submission of Client's annual Medicaid cost report, if this Agreement or SOW is terminated post preparation or submission of Client's Medicaid cost report for that annual reporting period but prior to Client receiving Illinois Department of Healthcare and Family Services Reimbursement Amount as defined in SOW, Client shall not be relieved of its obligation to pay ADPI pursuant to SOW Section III for that same reporting period. Other: ADPI will provide the Consulting Services to you as an independent contractor. Both Parties agree that neither ADPI nor any of its employees, will be considered an employee, agent, or partner of Client. Neither you nor we will have any right, power or authority to bind the other Party. ADPI shall indemnify and defend Client, and its officers, elected officials, employees, and agents from any and all third party claims, suits or judgments, including any governmental claims, resulting from or arising out of ADPI's (a) gross negligent actions or omissions in connection with this Agreement, (b) violation of HIPAA or any other applicable laws, and(c) breach of any of its obligations, representations or warranties hereunder, in each case which are not caused or directed by the Client. The provisions of-this paragraph shall survive any termination of this Agreement. In no event will ADPI be liable for any punitive, special, incidental,exemplary or consequential damages, whether the likelihood of such damages was known to you, and regardless of the form of the claim or action. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Illinois without giving effect to its conflict of law provisions. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO JURY TRIAL IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. This Agreement embodies the entire agreement of the Parties respecting the matters within its scope and may be modified only in a writing signed by both Parties. In the event of any conflict or inconsistency in the interpretation of the Agreement, including any Exhibit hereto, such conflict or inconsistency will be resolved by giving precedence to the terms of this Agreement. If the foregoing accurately sets forth your understandings as to our mutual agreements on the subject matter hereof,please sign below and return the executed copy to me, retaining a copy for your files. Respectfully submitted, Jackie Willett, CHBME, CAC Senior Vice President, EMS Division Advanced Data Processing, Inc. cc: Glenn Goodpaster, Vice President, EMS Division GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 AGREED TO AND ACCEPTED: CITY OF EL Signature Name: Richard G. Kozal Title: City Manager ATTES City Clerk Lj GAIN FAR MORE THAN REVENUE Rl@. Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N. Michigan Avenue, Suite 2700 Chicago, IL 60611 EXHIBIT A GROUND EMERGENCY MEDICAL TRANSPORT REIMBURSEMENT PROGRAM CONSULTING SERVICES STATEMENT OF WORK This Ground Emergency Medical Transport Reimbursement Program Consulting Services Statement of Work (the "GEMT SOW") is incorporated by reference into, and is subject to all of the terms and conditions of the Consulting Services Letter Agreement. SECTION I SCOPE OF SERVICES 1. ADPI's Scope of Services. Ground Emergency Medical Transport Reimbursement Program ("GEMT") is a State of Illinois approved supplemental Federal funding program that allows Illinois fire agencies that perform emergency medical transports for Medicaid patients to submit for additional reimbursement for unrecovered costs associated with those transports. Client has selected ADPI and ADPI's Consultant, Public Consulting Group, Inc. ("PCG"),on an annual basis to prepare a GEMT cost report and submission (herein referred as "GEMT Consulting Services"). The Parties agree ADPI will be the exclusive provider of Client's GEMT Consulting Services.ADPI, through its consulting partner, PCG shall provide the following GEMT Consulting Services: A. Draft application materials and respond to requests for additional information necessary for the Client to gain approval to participate in the GEMT program. B. Conduct analysis of the Client's financial and billing data in order to prepare and submit annual cost reports,the mechanism for providers to receive additional revenue under GEMT. C. Identify eligible costs and develop appropriate cost allocation methodologies to report allowable costs as defined under the GEMT for providing emergency medical services to Medicaid recipients and, as applicable, uninsured populations. Classify costs as Medical Transport Services(MTS)costs or non-Medical Transport Services(non-MTS)costs properly as per the Illinois GEMT cost report. Such costs will include direct costs and indirect costs. D. Prepare and review with Client, their annual Medicaid cost report for GEMT. Accurately complete the schedules in accordance with GEMT Program requirements and guidelines, using data supplied by Client. . E. Provide comprehensive desk review support, including but not limited to conducting reviews of all cost settlement files, performing detailed analysis of billing reports generated by Medicaid agencies to ensure that all allowable charges and payments are encompassed in the calculation of the final settlement, and drafting letters and providing supporting documentation to meet Medicaid requirements and expedite settlement. F. Assist Client in responding to any Center for Medicare&Medicaid Services(CMS)or Illinois Department of Healthcare and Family Services(HFS)review or communication regarding any Client GEMT cost report prepared and delivered to HFS. G. Work with Client to make any necessary corrections and/or modifications and resubmit the report before the required filing deadline, as needed. GAIN FAR MORE THAN REVENUE R10 Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N. Michigan Avenue,Suite 2700 Chicago, IL 60611 H. Determine enhanced supplemental payments realized by provider, as necessary. I. Conduct comparative analysis to identify significant trends in billing and financial data. J. Upon Client request, provide charge master review to ensure that the provider is optimizing charges to drive revenue reimbursement. SECTION II OBLIGATIONS OF THE CLIENT 1. GEMT Program Eligibility. Client is and shall remain during the Term of this SOW eligible to receive supplemental reimbursement by meeting all of the following requirements continuously during the claiming period by: (i) providing emergency response and transportation services to recipients; (ii) remaining enrolled as an Illinois Medicaid provider during the period being claimed; and (iii) remaining owned or operated by a public provider, including a state, city, county,or fire protection district. 2. The Client agrees and acknowledges that it is responsible for uploading data into a secure portal as directed by ADPI. Data includes, but is not limited to the following: A. A CAD report that includes all calls during the period covered by the cost report. B. Depreciation schedules as requested. C. Capital expenditure reports as requested. D. Personnel expenses as requested. E. Copies of other expenses and expenditures as requested. F. Source documentation for future audit responses when requested. SECTION III PAYMENT 1. Payment for GEMT Services.The terms set forth in this Section III are specific to the Client and unique to the Client's demographics, volume, and scope of services, among additional criteria. In consideration of the services rendered by ADPI under this GEMT SOW, the Client agrees to pay ADPI the following fees (the "GEMT Consulting Services Fee"): o if the total annual reimbursement revenue received by the Client-from HFS as a result of ADPI's services pursuant to this Agreement ("HFS Reimbursement Amount") is less than Twelve Thousand Dollars ($12,000),then the GEMT Consulting Services Fee shall be equal to the HFS Reimbursement Amount;and GAIN FAR MORE THAN REVENUE R1@ Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 o if the HFS Reimbursement Amount is equal to or greater than Twelve Thousand Dollars($12,000),then the GEMT Consulting Services Fee shall be equal to the greater of: (i) twelve percent (12%) of the HFS Reimbursement Amount or(ii)Twelve Thousand Dollars($12,000). Client acknowledges that the.HFS Reimbursement Amount shall be determined by the Medicaid cost settlement calculated based on the Medicaid cost report and based on the net state funding received by the Client (Total Funding) less the original Intergovernmental Transfers(IGT)funding submitted by Client to participate in the GEMT. ADPI will not receive any compensation until Client receives the HFS Reimbursement Amount. ADPI will invoice Client for the GEMT Consulting Fees within thirty (30) days of Client's receipt of the HFS Reimbursement Amount. Client agrees to remit payment to ADPI within thirty (30) days of invoice receipt. If, as a result of an audit by HFS or CMS, a refund is required of the Client, ADPI agrees to return the portion of the GEMT Consulting Fee that was paid on the amount being refunded. GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 EXHIBIT B Business Associate Agreement THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement") is entered into this _ day of June 2020 (the "Effective Date"), by and between the City of Elgin, an Illinois municipality ("Covered Entity"), and Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc., a Delaware corporation ("Business Associate"). WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of Protected Health Information disclosed to Business Associate in order to evaluate a potential business transaction and pursuant to any underlying services agreement the parties may enter into (collectively "Service Agreement") in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), Subtitle D of Title XIII of Division A of the American Recovery-and Reinvestment Act of 2009, Public Law 111-5 ("HITECH") and the regulations promulgated under HIPAA and HITECH, including, without limitation, the Standards for Privacy of Individually Identifiable Health Information, at Title 45, Parts 160 and 164 (the "Privacy Rule") and the Standards for the Security of Electronic Protected Health Information, at Title 45, Parts 160 and 164 (the "Security Rule"), collectively referred to hereinafter as "H I PAA"; WHEREAS, in the course of providing services to Covered Entity ("Services") pursuant to the Service Agreement, Business Associate may be required to create, receive, maintain, or transmit Protected Health Information on behalf of Covered Entity;AND NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the parties agree as follows: WITNESSETH 1. Definitions. Capitalized terms used, but not otherwise defined, in this Agreement shall have the same meanings as those terms in HIPAA, except that the terms "Protected Health Information" and "Electronic Protected Health Information" (which may be collectively referred to herein as "PHI") shall have the meaning as set forth in HIPAA, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity in connection with the Service Agreement. 2. Uses and Disclosures of PHI. Business Associate shall not use or disclose PHI in any manner that is not permitted or required by the Service Agreement, this Agreement, or as Required by Law. The parties agree that the Business Associate may: (a) Use and disclose PHI to perform functions, activities, or Services for, or on behalf of, Covered Entity as specified in the Service Agreement. Business Associate shall not use or disclose PHI in any manner that would constitute a violation of HIPAA, or other applicable federal or State law if so used by a Covered Entity, unless such use or disclosure is expressly provided for in this Agreement; (b) Use and disclose PHI for the proper management and administration of the Business Associate and to meet its legal obligations, provided that the disclosures are Required By Law, or Business Associate obtains reasonable assurances in writing from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required By.Law or for the purpose for which it was disclosed to the person, and GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N. Michigan Avenue, Suite 2700 Chicago, IL 60611 that the person will notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; and (c) Aggregate PHI with the Protected Health Information of another covered entity as permitted under the Privacy Rule. 3. Safeguards Against Misuse of Information. Business Associate agrees to use appropriate physical, administrative, and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI;and(ii)prevent the use,disclosure of,or access to the PHI other-than as provided for by this Agreement. 4. Privacy Rule Representations and Warranties. To the extent that Business Associate is requested by Covered Entity to carry out one or more of a Covered Entity's obligations under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to the Covered Entity. 5. Security Policies Representations and Warranties. Business Associate represents and warrants to Covered Entity that Business Associate will comply with the Security Rule with respect to Electronic PHI that it creates, receives, maintains, or transmits. 6. Reporting Security Incidents or Improper Uses or Disclosures. Business Associate shall report to Covered Entity: (i) any Security Incident; and (ii) any use or disclosure of the PHI not provided for by this Agreement or permitted by HIPAA, of which it becomes aware. This Section constitutes notice to Covered Entity of attempted but unsuccessful security incidents for which no additional notice to Covered Entity is required. For purposes of this Agreement, unsuccessful security incidents include activity such as pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful logon attempts, denials of service, and any combination of the above, so long as no such incident results in unauthorized access, use,or disclosure of PHI. 7. Reporting of Breaches. Business Associate shall notify Covered Entity in accordance with 45 C.F.R. § 164.410 of any Breach of such Unsecured Protected Health Information. 8. Mitigation of Harmful Effects. Business Associate agrees to take commercially reasonable steps to mitigate harmful effects from any Breach of Unsecured PHI or other Security Incident or inconsistent use or disclosure of PHI which Business Associate is required to report pursuant to this Agreement. 9. Agreements by Third Parties. Business Associate agrees to ensure that any agent or subcontractor,to whom it provides PHI, agrees in writing: (i) to restrictions and conditions with respect to use and disclosure of such PHI that are at least as restrictive as those that apply through this Agreement to Business Associate; and (ii)to the implementation of reasonable and appropriate privacy and security safeguards to protect PHI. 10. Documentation of Disclosures. Business Associate agrees to document disclosures of PHI and information related to such disclosures 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. 11. Accounting of Disclosures. Within twenty(20) business days of written notice by Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI regarding an Individual, Business Associate shall make available to Covered Entity such information as would be required to permit Covered Entity to respond to such request as GAIN FAR MORE THAN REVENUE R10 Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 required by 45 C.F.R. § 164.528. In the event the request for an accounting is delivered directly to Business Associate Business Associate shall within (5) business days forward such request to Covered Entity. 12. Access to Information. Within ten (10) business days of a written request by Covered Entity for access to PHI about an Individual contained in a Designated Record Set, Business Associate shall make available to Covered Entity such information as would be required to permit Covered Entity to meet the access requirements under 45 C.F.R. § 164.524. In the event any Individual requests access to PHI directly from Business Associate, Business Associate shall, within five (5) business days, forward such request to Covered Entity. Any denials of access to the PHI requested shall be the responsibility of Covered Entity. 13.Availability of PHI for Amendment. Within ten (10) business days of receipt of a written request from Covered Entity for the amendment of an Individual's PHI contained in a Designated Record Set, Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. § 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI, Business Associate shall within five(5)business days forward such request to the Covered Entity. 14. Availability of Books and Records. Business Associate hereby agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining compliance with HIPAA. In responding to any such request, Business Associate shall notify Covered Entity and promptly afford Covered Entity the opportunity to exercise any rights it may have under the law relating to documents or information protected from disclosure by obligations of confidentiality. 15.Obligations of Covered Entity (a) Consent. Covered Entity agrees to obtain any consent,authorization or permission that.may be required by the Privacy Rule or any other applicable federal or state laws and/or regulations prior to furnishing Business Associate PHI pertaining to an Individual; and (b) Restrictions. Covered entity agrees that it will inform Business Associate of any PHI that is subject to any arrangements permitted or required of Covered Entity under the Privacy Rule that may materially impact in any manner the use and/or disclosure of PHI by Business Associate under the Service Agreement, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. §,164.522 and agreed to by Covered Entity. (c) Minimum Necessary. Covered Entity shall only request, use or disclose the minimum necessary PHI to accomplish its obligations under the Services Agreement or this Agreement.. (d) Permissible Requests. 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 a Covered Entity. 16. Term. The term of this Agreement shall commence on the Effective Date and shall terminate upon the earlier to occur of: (i)the termination of the Service Agreement for any reason or(ii)the termination of this Agreement pursuant to the provisions herein. 17. Termination for Cause. Either party may terminate this Agreement due to a material breach of this Agreement by the other party upon giving the other party thirty (30) days prior written notice; provided the breaching party.does not cure the breach prior to the effective date of termination. GAIN FAR MORE THAN REVENUE R10 Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue, Suite 2700 Chicago, IL 60611 18. Effect of Termination of Services. Upon termination of this Agreement for any reason, Business Associate shall return to Covered Entity, or, at Covered Entity's direction, destroy, all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further use of the PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. If Business Associate elects to destroy the PHI, Business Associate shall certify in writing to the Covered Entity that such PHI has been destroyed. The provisions of this Section 18 shall survive the termination of the Service Agreement and this Agreement,and shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. 19. Interpretation. This Agreement and the Service Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with HIPAA. 20. Third Party Rights. The terms of this Agreement are not intended, nor should they be construed, to grant any rights to any parties other than Business Associate. 21. Notices. Any notices to be given hereunder shall be in accordance with the notification procedures identified in the Service Agreement except that notices for HIPAA Privacy, Security and other BAA related issues shall be addressed to the person and address set forth below(or to such other person or address as either party may so designate from time to time). To Covered Entity: Email:cogley_w@cityofelgin.org Attn: Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120 Tel: 847-931-5655 To Business Associate: Email: Privacy@rlrcm.com Attn: Chief Privacy Officer, Compliance and Risk Dept. R1 RCM Inc. 401 N. Michigan Avenue, Suite 2700 Chicago, IL 60611 Tel: 312 324 7820 22. Regulatory References. A reference in this Agreement to a section in the HIPAA means the section as in effect or as amended, and for which compliance is required. 23.Governing Law.This Agreement will be governed by the laws of the State of Illinois. 24. No Waiver. 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. GAIN FAR MORE THAN REVENUE Rio Advanced Data Processing, Inc., a subsidiary of R1 RCM Inc. 401 N.Michigan Avenue,Suite 2700 Chicago, IL 60611 25. Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the provisions of this Agreement will remain in full force and effect. 26. Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create, any relationship between the parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the parties evidencing their business relationship. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date written above. CITY 0 / ADVANCED DATA PROCESSING, INC. 00 By: By: Name: Richar G. Kozal Name: Title:- City a Title: Date: July 8, 2020 Date: ATTE T: ity Clerk GAIN FAR MORE THAN REVENUE