HomeMy WebLinkAboutHR Responsive DocumentsUpdated 05/2023
Cityof SanLuisObispo
Request forPublic Records
TheCaliforniaPublic Records Act (Government Code .etset.) was enactedto ensure public
records are available for inspection by members of the public. Completion ofthis form will assist staff
inidentifyingrelatedrecordsto accurately complete your request.
Requested recordswill be distributed tothe email addressthat is listed onthis form,unless directed
otherwiseby City staff. Requestsfor printed recordswill require payment su
Comprehensive FeeSchedule.Payment mustbe rendered prior to production ofprinted materials.
PerezAnel08/29/2025Name:_______________________________________________ Date:______________________
LastFirst
Address:________________________________________________________________________
Street & Unit #City StateZip
com657-Email: _____________________________________________Phone: _______________________
Release Forms
Requests for certain public records legally require release forms tobe submitted for records to be
distributed to the requestor. To help expedite your request, please read below and ensure additional
information is submitted along with this public records request form.
Personal healthinformation
Records containing personal health information require a HIPAA Release Form. Examples
o HIPAA Release Form
Printed residential and/orcommercial building plans
The Public Records Act does not allow the release of printed copies of this material withoutthe
permission ofthe architect/engineer copyright owner.Thepublicrecords requestor is
responsiblefor obtaining saidauthorization bycompleting allthree releaseformslisted
below. You may call the Community Development Department at (805) 781-7170 to find out
the name of the copyright owner. In-person viewing of plans do not require release forms.
o Copies of Plans Affidavit
o Plan Request Architect/Engineer Authorization
o Plan Request Owner Authorization
Continued
Record Information: List the records you are requesting. Specify relevantinformation such as:
subject, title, incident number, location/address, person(s) involved, project name, etc.
Pleaseprovide,theCurrentIn-ForceContract(s)illustratingallcosts/feesassociatedforThirdParty
WorkersCompensationClaimsAdministrationServicesincludingManagedCareServices(Medical
BillReview,UtilizationReview,&NurseCaseManagement)withAthensAdministratorsPleasealso
providetheThirdPartyAdministrationAgreementforAuto&GeneralLiabilityClaimsAdministration
Services.
Dateand Time:Specify theincidentdate or date and time range of the requested records
Questionsmaybedirectedto theCity -7100.
Submit Completed Forms To:
cityclerk@slocity.org
OR
990Palm Street
San LuisObispo, CA93401
YOUR REQUEST WILL BE PROCESSED IN COMPLIANCE WITH THE PUBLIC RECORDS ACT (PRA). California
Government Code Section 7921.An Agency shall notify the requestor within 10 days from receipt of request with a
Determination which states if the Agency is in possession, in whole or in part, of the requested documents, and possible legal
exemptions which prohibit the release of non-disclosable documents, as outlined per the PRA. In some instances, an Agency
may require an extensionofup to 14 days to provide a Determination, as authorized by the PRA. A notice will be provided to the
requestor setting forth the reasons for the extension and the date onwhich a Determination is expected to be supplied.
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CITY OF SAN LUIS OBISPO
WORKERS’ COMPENSATION SERVICE AGREEMENT
This agreement (Agreement) is made and entered into in the City of San Luis Obispo on ____________,
by and between the City of San Luis Obispo, a municipal corporation and charter city (“City”) and Athens
Administrators hereinafter referred to as “Administrator” (collectively referred to as the “Parties”).
WITNESSETH:
WHEREAS, the City wants to obtain third-party administration services for workers’ compensation
claims, subject to Workers’ Compensation Laws in the State of California (the “Services”); and
WHEREAS Administrator is qualified to perform this type of Services and has submitted a written
proposal to do so, which has been accepted by City; and
WHEREAS, On April 18, 2023, the San Luis Obispo City Council authorized the City Manager to enter into
an agreement for such services;
NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter
contained, the Parties hereto agree as follows:
1. TERM. The term of this agreement shall be from the date this Agreement is made and entered,
as first written above, for a period of three (3) years, ending on June 30, 2026. Both parties will
have the option of including two (2) individual one (1) year amendments with pricing negotiated
in good faith by both parties.
2. INCORPORATION BY REFERENCE. Administrator's proposal dated May 1, 2023 is hereby incorporated
in and made a part of this Agreement, attached as Exhibit A. The City’s insurance requirements are
hereby incorporated in and made part of this Agreement, attached as Exhibit B. To the extent that
there are any conflicts between the Administrator’s fees and scope of work and the City’s terms and
conditions as stated herein, the City’s terms and conditions shall prevail unless specifically agreed
otherwise in writing signed by both Parties.
3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and
Administrator shall receive therefor compensation of as set forth in Addendum A – Pricing
Proposal to Exhibit A.
4. ADMINISTRATOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein
before mentioned to be made and performed by City, Administrator agrees with City to do everything
required by this Agreement including that work as set forth in Exhibit A.
5. OBLIGATIONS OF PARTIES. The provisions of the HIPPA Business Associate Agreement attached as
Addendum B to this contract imposes obligation on the parties in addition to the paragraphs above.
6. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Administrator
is required to pay.
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7. LICENSES AND PERMITS. At all times during the term of this Agreement, Administrator shall have in full
force and effect, all licenses required of it by law for the performance of the Services described in this
Agreement. The Administrator shall procure all permits and licenses, pay all charges and fees, and give
all notices necessary under this Agreement.
8. COMPLIANCE WITH LAW. The Administrator shall keep itself informed of and shall observe and comply
with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo
ordinances, regulations and adopted codes, which in any manner affect those employed by
Administrator or in any way affect the performance of the Services pursuant to this Agreement. The
City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the
Administrator to comply with this Section. Failure to comply with local ordinances may result in
monetary fines and cancellation of this Agreement.
9. COMPLIANCE WITH INDUSTRY STANDARD. Administrator shall provide services acceptable to City in
strict conformance with the Agreement. Administrator shall also provide in accordance with the
standards customarily called for under this Agreement using the degree of care and skill ordinarily
exercised by reputable providers of such services. Where approval by the City, the City Manager, the
Mayor, or other representative of City is required, it is understood to be general approval only and does
not relieve Administrator of responsibility for complying with all applicable laws, codes, policies,
regulations, and good business practices.
10. INDEPENDENT CONTRACTOR.
a. Administrator is and shall at all times remain as to the City a wholly independent
contractor. The personnel performing the Services under this Agreement on behalf of
Administrator shall at all times be under Administrator's exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Administrator or any of Administrator's officers, employees, or agents, except
as set forth in this Agreement. Administrator shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Administrator shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
b. No employee benefits shall be available to Administrator in connection with the
performance of this Agreement. Except for the fees paid to Administrator as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Administrator
for performing the Services hereunder for City. City shall not be liable for compensation
or indemnification to Administrator for injury or sickness arising out of performing
services hereunder.
11. IMMIGRATION ACT OF 1986. The Administrator warrants on behalf of itself and all sub-
Administrators engaged for the performance of the Services that only persons authorized to work
in the United States pursuant to the Immigration Reform and Control Act of 1986 and other
applicable laws shall be employed in the performance of the Services hereunder.
12. NON-DISCRIMINATION. In the performance of the Services, the Administrator agrees that it will
not engage in, nor permit such sub-Administrators as it may employ, to engage in discrimination
in employment of persons because of age, race, color, sex, national origin or ancestry, sexual
orientation, or religion of such persons.
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13. PAYMENT TERMS. The City’s payment terms are 30 days from the receipt of an original invoice
and acceptance by the City of the materials, supplies, equipment, or services provided by the
Administrator (Net 30). Administrator will submit invoices monthly for actual services
performed. Invoices shall be submitted on or about the first business day of each month, or as
soon thereafter as practical, for services provided in the previous month. Payment shall be
made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City
disputes any of Administrator's fees it shall give written notice to Administrator within thirty
(30) days of receipt of an invoice of any disputed fees set forth on the invoice.
14. INSPECTION. City shall at all times have the right to inspect the work being done under this
Agreement and Administrator shall furnish City with every reasonable opportunity and assistance
required for City to ascertain that the Services of the Administrator are being performed in
accordance with the requirements and intentions of this Agreement. All work done, and all
materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection
of such work shall not relieve Administrator of any of its obligations under the Agreement.
15. RELEASE OF INFORMATION.
a. All information gained by Administrator in performance of this Agreement shall be considered
confidential and shall not be released by Administrator without City's prior written
authorization. Administrator, its officers, employees, agents, or sub-Administrators, shall not,
without written authorization from the City Manager or unless requested by the City Attorney,
voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories, or other information concerning the work performed under this Agreement.
Response to a subpoena or court order shall not be considered "voluntary" provided
Administrator gives City notice of such court order or subpoena.
b. Administrator shall promptly notify City should Administrator, its officers, employees, agents,
or sub-Administrators be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions, or other
discovery request (“Discovery”), court order, or subpoena from any person or party regarding
this Agreement, unless the City is a party to any lawsuit, arbitration, or administrative
proceeding connected to such Discovery, or unless Administrator is prohibited by law from
informing the City of such Discovery. City retains the right, but has no obligation, to represent
Administrator and/or be present at any deposition, hearing, or similar proceeding as allowed
by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is
averse to Administrator in such proceeding, Administrator agrees to cooperate fully with City
and to provide the opportunity to review any response to Discovery requests provided by
Administrator. However, City's right to review any such response does not imply or mean the
right by City to control, direct, or rewrite said response.
16. OWNERSHIP OF DOCUMENTS.
a. Administrator shall maintain complete and accurate records required by City that relate to the
performance of the Services under this Agreement. Administrator shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible. Administrator shall provide free access to the
representatives of City or its designees at reasonable times to such books and records; shall
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give City the right to examine and audit said books and records; shall permit City to make
transcripts or copies therefrom as necessary; and shall allow inspection of all work, data,
documents, proceedings, and activities related to this Agreement. Such records, together with
supporting documents, shall be maintained for a period of three (3) years after receipt of final
payment.
b. Upon completion of, or in the event of termination or suspension of this Agreement, all original
documents, computer files, notes, and other documents prepared in the course of providing
the Services under this Agreement shall become the sole property of the City and may be used,
reused, or otherwise disposed of by the City without the permission of the Administrator. With
respect to computer files, Administrator shall make available to the City, at the Administrator's
office and upon reasonable written request by the City, the necessary computer software and
hardware for purposes of accessing, compiling, transferring, copying and/or printing computer
files.
17. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not
limited to California Civil Code Sections 2782 and 2782.8), Administrator shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and
agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of
litigation (“claims”), arising out of the Administrator’s performance or Administrator’s failure to
perform its obligations under this Agreement or out of the operations conducted by
Administrator, including the City’s passive negligence, except for such loss or damage arising
from the sole or active negligence or willful misconduct of the City. In the event the City
Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising
from Administrator’s performance of this Agreement, the Administrator shall provide a defense
to the City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of
defense, including reasonable legal fees, incurred in defense of such claims. In the event either
party hereto shall institute formal legal action against the other, the prevailing party shall be
entitled to its reasonable attorneys' fees.
18. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause, suspend or terminate this
Agreement, or any portion hereof, by serving upon the Administrator at least thirty (60) days
prior written notice. Upon receipt of said notice, the Administrator shall immediately cease all
work under this Agreement, unless the notice provides otherwise. If the City suspends or
terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to
Administrator the actual value of the work performed up to the time of termination, provided
that the work performed is of value to the City. Upon termination of the Agreement pursuant
to this Section, the Administrator will submit an invoice to the City pursuant to Section 14.
19. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the
Administrator is not faithfully abiding by any term or condition contained herein, the City may
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notify the Administrator in writing of such defect or failure to perform. This notice must give the
Administrator a ten (10) calendar day notice of time thereafter in which to perform said work or
cure the deficiency.
a. If the Administrator has not performed the work or cured the deficiency within the thirty
(30) days specified in the notice, such shall constitute a breach of the Agreement and the
City may terminate the Agreement immediately by written notice to the Administrator to
said effect (“Notice of Termination”). Thereafter, neither party shall have any further
duties, obligations, responsibilities, or rights under the Agreement except to comply with
the obligations upon termination.
b. In said event, the Administrator shall be entitled to the reasonable value of its services
performed from the beginning date in which the breach occurs up to the day it received
the City’s Notice of Termination, minus any offset from such payment representing the
City’s damages from such breach. “Reasonable value” includes fees or charges for goods
or services as of the last milestone or task satisfactorily delivered or completed by the
Administrator as may be set forth in the Agreement payment schedule; compensation for
any other work or services performed or provided by the Administrator shall be based
solely on the City’s assessment of the value of the work-in-progress in completing the
overall scope.
c. The City reserves the right to delay such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so as to
permit a full and complete accounting of costs. In no event, however, shall the
Administrator be entitled to receive in excess of the not to exceed amount shown in this
Agreement.
20. INSURANCE. Administrator shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit B attached to and made part of this Agreement.
21. SAFETY PROVISIONS. The Administrator shall conform to the rules and regulations pertaining
to safety established by OSHA and the California Division of Industrial Safety.
22. UNDUE INFLUENCE. Administrator declares and warrants that no undue influence or pressure was
used against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential financial
arrangement, or financial inducement. No officer or employee of the City has or will receive
compensation, directly or indirectly, from Administrator, or from any officer, employee or agent of
Administrator, in connection with the award of this Agreement or any work to be conducted as a
result of this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
23. ASSIGNMENT. The Administrator shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a contract to any individual
or business entity of any kind without the previous written consent of the City.
24. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by the appropriate review authority according
to the City’s Financial Management Manual. Administrator shall not be compensated for any
services rendered in connection with its performance of this Agreement which are in addition to
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those set forth herein, unless such additional services are authorized by the City in advance and in
writing. This Agreement may be amended at any time by mutual agreement of the parties, but any
such amendment must be in writing, dated, signed by the parties and attached hereto. Any failure
of a party to insist upon strict compliance with any term, undertaking or condition of this Agreement
shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver
must be in writing, and signed by the parties hereto.
25. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated
herein by reference, shall constitute the complete Agreement between the Parties hereto. No oral
agreement, understanding, or representation not reduced to writing and specifically incorporated
herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or
representation be binding upon the Parties hereto. Each party is entering into this Agreement based
solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material.
26. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent
either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not
limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United
States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered
to the addressee or addressed as set forth below:
To City: City of San Luis Obispo
Human Resources Department
990 Palm St.
San Luis Obispo
Attention: Risk Management
To Administrator: Athens Administrators
PO Box 696
Concord, CA 95422
Attn: James Jenkins
27. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court
of San Luis Obispo County, California, regardless of where else venue may lie. The validity,
interpretation, construction and performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law.
28. AUTHORITY TO EXECUTE AGREEMENT. Both City and Administrator do covenant that each
individual executing this Agreement on behalf of each party is a person duly authorized and
empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first
above written.
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CITY ADMINISTRATOR
_______________________________
By: Derek Johnson
Its: City Manager
_______________________________
By: James Jenkins
Its: President
APPROVED AS TO FORM:
_______________________________
By: J. Christine Dietrick, City Attorney
ATTACHMENTS
Exhibit A – Athens Administrators Workers’ Compensation Services Proposal
Addendum A – Pricing Proposal
Exhibit B – Insurance Requirements
Addendum B – HIPPA Business Associate Agreement
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EXHIBIT A
WORKERS' COMPENSATION SERVICE PROPOSAL
May 1, 2023
ADMINISTRATOR DUTIES AND SERVICES
Administrator agrees to meet on a regular basis with City to:
a. Develop procedures, forms, instructions, schedules and other materials related to claim management,
including a procedure manual for City's use, within thirty (30) days of the effective date of this
Agreement and update such materials as needed.
b. Provide claim reporting kits including, but not limited to, claim and accident report forms, required
notices, and procedural instructions, for distribution by City to City's staff on or before the effective
date of this Agreement, and as needed thereafter.
c. Provide group education for City's management personnel regarding claim management as requested.
d. Assist City's personnel in the development of directives, notices, and other program communication
to employees as requested or needed based on Administrators expertise and suggestion.
e. Provide all forms and supplies necessary for the efficient operation of the Workers’ Compensation
insurance program, including customized benefit checks bearing City's name and logo, and to prepare
all legally required forms and documents including but not limited to, 1099 reports to the I.R.S. and
any and all other documents and reports now or in the future required by the state or federal
government or any other agency associated with City's Workers' Compensation program.
f. Work with Authority’s Finance Department and bank to establish controls.
g. Administrator agrees to attend two (2) in-person meetings per year. The Administrator ’s attendees
will be mutually agreed to by the Administrator and the City.
Administrator agrees to administer all claims as follows:
a. Establish and maintain a claim file, with a diary date not to exceed thirty (30) days, on each active
claim upon which indemnity benefits are being paid; A diary system not to exceed sixty (60) days on
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all other open, active Indemnity claims; and a supervisory review diary not to exceed one-hundred-
twenty (120) days, or more often when needed.
b. Manage timely receipt of all pertinent claim information from City providers and other sources.
c. Determine, with concurrence from City, for each reported employee injury or illness, those benefits,
if any that should be paid or rendered under the California Workers' Compensation Laws. Such
determination shall include an estimate of future claim payment. Retain outside services, with prior
written approval of City for each instance of use, for the investigation and management of the claims.
Outside services include but are not limited to:
▪ AOE/COE Investigators
▪ Activities Check/Sub-rosa Investigator;
▪ Medical Case Management and Rehabilitation Nurses/Administrators
▪ Subrogation Investigators and Experts
d. Exhibit in each Indemnity claim file good faith efforts to contact all injured workers by telephone
within at least twenty-four hours of receipt of claim, and in no event any later than forty-eight hours
of receipt of claim, excluding weekends and holidays. Establish phone contact with appropriate City
department for initial discussion of claims, as needed, within three (3) working days of receipt of
claim.
e. Initiate investigations, subject to approval by City, to determine compensability of reported and
actual claim status. City shall have prior approval of the selection of any investigator used to
investigate City's claims of industrial injury or illness. Take necessary statements and investigate facts
of the case within thirty (30) days receipt of claim, when warranted.
f. Prepare documentation of cases for litigation and continue to monitor legal counsel representing City
in legal action(s) and assist counsel as necessary in preparation of litigation. City shall select and
approve counsel prior to each referral. In addition, Administrator shall promptly provide City with
copies of all correspondence generated on those claim files which are litigated and shall immediately
notify City in writing and shall keep City closely informed on those claims involving allegations of
Serious and Willful Misconduct or alleged violation(s) of California Labor Code Section 132(a). At
time of case referral to defense counsel Administrator shall prepare a letter of direction to defense
counsel outlining work to be done, by whom, and in what time frame. All assignments, instructions
and communication with defense counsel must be documented in the claim file and computer note
pads. Administrator shall manage defense counsel on an ongoing basis and obtain status reports
from defense counsel every sixty (60) days. Administrator shall actively manage litigated files and
not perform functions and shall not require defense counsel to perform activities which can be
accomplished effectively by claims staff. Examples of required examiner activity on litigated files
include by are not limited to:
▪ Scheduling medical appointments
▪ Writing cover letters to doctors
▪ Subpoenaing medical records
▪ Answering applications
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▪ Filing and serving requisite documents
Administrator shall obtain defense counsels’ written evaluation within sixty (60) days of
submission, including evaluation of liability, verdict potential, settlement value, and case
strategy.
g. Disburse payment on behalf of City out of the bank trust account funded by City, all "Allocated Loss
Expenses", which is defined to include all costs incurred on behalf of City specifically related to an
individual claim, including but not limited to, attorneys, independent adjusters or investigators,
expert witnesses, copying records or transcripts, court costs or Appeals Board fees or other costs
deemed proper and necessary to represent City.
h. Examine on behalf of City all reports of industrial injury or illness relating to City's employees or
former employees and reported to Administrator and to conduct investigations on such cases by
Administrator's salaried employees as in Administrator's judgment is deemed necessary.
i. Pay compensation, medical expense, "Allocated Loss Expense", and all other benefits as prescribed
by law out of funds provided by City. Payments made by Administrator without City approval, where
approval is required elsewhere in this Agreement, shall be the responsibility of the Administrator.
j. Maintain a claim file on each reported claim which shall be available to City at all times for inspection
and to conduct, at a time and frequency to be determined by City, claim file reviews with City at
either City's or Administrator's offices.
k. Index Bureau System. On the City’s behalf, Athens shall subscribe and report to the Index Bureau
System related to each claim. The costs of such reports will be allocated to each individual claim file.
l. Create, reserve and enter required claim data into Administrator's computer system within five (5)
working days of receipt of notice of claim from City. Enter all payments, reserved revisions, and file
closings into the information system within three (3) working days.
m. Review City's medical bills and other medical charges and treatment relating to City's claims of
industrial injury or illness, for causal relationship to all claims of injuries/illness, and reasonableness
of treatment prior to payment. Solicit all medical bills, medical reports and records, and
documentation of alleged wage loss prior to settlement negotiations.
n. Make all disability payments and send all notices in a timely manner, abiding by all applicable
provisions of the California Labor Code and California Workers' Compensation Laws, Rules and
Regulations.
o. Make payments of bills within thirty (30) days of receipt and assure timely review and payment of all
medical bills in accordance with statutory deadlines and requirements.
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p. Acknowledge to City all claims reported to Administrator within three (3) working days of receipt of
the notice of claim and to notify City and injured workers within five (5) working days of the notice
of claim to City, whether the claim has been accepted, delayed for further investigation, or denied.
q. Convert all Medical Only Claims to Indemnity Claims status when the paid amount reaches five
thousand ($5,000) dollars or when the claim remains open in excess of one (1) year.
r. Recognize and where appropriate investigate all subrogation and/or contribution possibilities,
preserving evidence and utilizing appropriate investigators and experts, as needed, after first
obtaining City ’s permission to engage such investigators/experts. As respects subrogation and
contribution cases, any compromise settlements or lien reductions will be discussed with the City.
s. Administrator may receive compensation in connection with outsourced services, either by retaining
a portion of expenses charged to the Account, or by receiving fees from preferred providers. The
amount that Administrator receives will vary depending upon the preferred provider, and may be
calculated based on percentage of savings, percentage of revenue to the provider or Administrators
mark-up of provider fees. The amounts retained or received by Administrator in connection with
outsourced services are in addition to the basic fees, reimbursable expenses, additional service fees,
and the taxes paid to Athens by Company.
t. MSA Allocations/SCHIP Reporting – Athens has contracted with third party Verisk for Medicare Set
Aside allocations and State Children Health Insurance Program (“SCHIP”) reporting efforts. Athens
may exclusively utilize the services of Verisk for MSA allocations and SCHIP reporting requirements
unless otherwise requested in writing by City.
Administrator agrees to monitor relevancy of medical treatment by the following:
a. Maintain continual contact with medical practitioners in order to monitor claimant treatment process
and a timely return to work. Administrator shall make a good faith effort to establish contact with
attending physician within twenty-four (24) hours of receipt of injury report and shall make contact
with attending physician's office within forty-eight (48) hours of receipt of injury report and shall
document such contact in the claim file.
b. Review and discuss Vocational Rehabilitation Program(s) with City prior to its initiation for an
individual claimant.
c. Monitor individual vocational rehabilitation programs to determine appropriateness and progress.
Administrator agrees to the following record keeping and reporting requirements:
a. Provide City with monthly reports consisting of:
(1) Daily check registers including all claim disbursements made on behalf of City.
(2) Computerized loss reports in an acceptable format as mutually agreed upon at the effective
date of this Agreement, showing descriptive data, details of each month's payments, total
payments, reserves and total experience and incurred loss values for each claim.
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(3) Any and all other standard reports Administrator currently prepares, if desired by City.
Additional reports required by City, which are not currently a standard offering by
Administrator may be requested of Administrator per paragraph 2.7 above.
b. Provide oral claims reports on demand, special specific-focus loss run reports within twenty-four
(24) hours and larger or major computer analysis reports within seven (7) working days, excluding
weekends and holidays. It is further agreed and understood that should City require that
Administrator prepare for City special reports, which require additional programming costs there
may be an additional charge for said reports.
c. Maintain all records and statistical data on each employee claim of injury or illness, including, but
not limited to, a record of each denial, delay, litigated claim and loss, which records, and data shall
be available upon request by City. City, at City's discretion, may audit all records maintained by
Administrator including, but not limited to, all payments made on behalf of City. Such audit may
incorporate random sampling or other audit procedures suitable to City.
d. Prepare and submit Federal Information Return (Form 1099) by statutory deadline for applicable
payments made by Administrator on City's behalf, during the term of this Agreement and as
specified under Section 1.02. (e) of this Agreement.
e. Prepare all other reports as necessary to remain in compliance with all Workers' Compensation Laws
and other state and federal laws, rules and regulations.
f. Provide report to Accounting Department of City of all payments when made and any other
information necessary for City to adequately fund the bank trust account. All such payments shall be
supported with check payment detail and monthly summary report showing all payees, payment
amounts and dates of payment.
g. Provide for City the ability to be on-line with Administrator's computer system. This system will
provide City with all financial and statistical data relating to City's workers' compensation claims,
together with narrative topical "notepad" reports, on each individual claim. This system will also
include electronic mail service between Administrator and City; the ability to electronically transmit
5020’s (City ’s First Report of Industrial Injury/Illness); OSHA Log generation; and complete report
generation capabilities.
h. Special reports, new reports and data feeds can also be requested. They are subject to a cost per
quote at a rate per project or per hour (per paragraph 2.7) once the scope has been agreed upon.
CITY'S DUTIES
City agrees to perform as follows:
a. Within 5 business days, report to Administrator as they shall occur and become known to City, the
employee claims of occupational injury, disease, illness, or death.
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b. Within 5 business days, forward to Administrator all applications, notices of claims, notices of
hearings or other legal notices pertaining to claims against City for occupational injury, disease,
illness, or death, and all other correspondence or information received by City which is or could
be relevant to the efficient and proper handling of any reported claim of industrial injury, disease,
illness, or death.
c. Provide Administrator with all necessary data required for Administrator to perform under this
Agreement and cooperate fully with Administrator in the performance of this Agreement.
d. Make available to Administrator funds for the payment of benefits or services to or for
occupational injury, disease, illness, death, or vocational rehabilitation and medical treatment of
employees of City, or their dependents in the event of death, and "Allocated Loss Expense".
Administrator shall administer said funds in accordance with the terms of this Agreement as
Trustee of City.
ELECTRONIC CLAIM FILES, STORAGE, AND TRANSFER OF FILES
Files
Administrator shall record and maintain an electronic file of all industrial injuries reported. Files may be
maintained electronically, in hard copy, or in other media, at Administrator ’s discretion. Such files shall
be made available to City or its designated representative for inspection upon request.
Storage
Physical Documents
If City would like to transfer physical documents for active and closed claim files to Administrator, City
must choose one of the following options to do so: 1) Storage - Administrator will store the physical
documents at an offsite third-party storage facility with the direct costs passed-through, with no mark-
up, to City to pay on a quarterly basis; 2) Scan and shred – Administrator will scan the physical
documents received for City’s active claims files and shred them, at Administrator ’s expense; closed
claim file boxes will be scanned and shredded by Administrator or third-party vendors hired by
Administrator, for a cost to City of $25 each box, to be paid to Administrator by City with the first invoice
after receipt of boxes. City will instruct Administrator as to which option they choose, before sending
the boxes to Administrator. If the boxes are received by Administrator without City ’s instructions,
Administrator will scan and shred the documents and bill City as noted in choice #2 in this paragraph.
Videos
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If City would like to transfer video files for active and closed claim files, to Administrator, City may
transfer up to 1TB (terabyte) of video that Administrator will store at Administrator ’s cost. For any
additional space utilized for video files, Administrator will bill City $1 per GB (gigabyte) on a monthly
basis.
Transfer of Electronic Files
Administrator will provide City’s files to City, or an entity designated by City, within 30 business days of
the agreed upon transfer date of the files to the new Administrator. City will reimburse Administrator all
reasonable costs incurred in returning the files to the City. The electronic files will be in the electronic
form used by Administrator to provide the services to City under this Agreement. City may request that
the files be provided in a different format or that the hard copies of the files be provided to it, provided
that City pays Administrator for all costs associated with such request. Notwithstanding the foregoing,
Administrator will not be obligated to provide the files to City, or an entity designated by City, unless
City has paid Administrator for all amounts owed pursuant to the Agreement. City agrees to comply, and
to require any recipient of the files designated by it to comply, with all applicable laws and regulations
relating to the storage, transmission, use and confidentiality of the files and to hold Administrator
harmless in relation thereto, except for gross negligent acts of which the Administrator will be
responsible.
Copies of Files
Administrator may, at its discretion keep a copy of City’s files if it deems it necessary to comply with or
defend itself in relation to any obligation or rights that it has under this Agreement, applicable laws or
regulations.
Backup of Files
Administrator currently hosts all data in our claims administration system in an Amazon Virtual Private
Cloud (VPC). Communication between the Administrators end user’s laptop, computer and our claims
administration system in the VPC, is encrypted. The communications within the VPC are encrypted, the
data at rest in the Database is encrypted and Administrator performs daily back-ups.
We pay an independent company to conduct a vulnerability scan and penetration test annually and we
engage an auding company to conduct a SOC 1, Type II audit annually.
FINES, PENALTIES, AND STANDARDS
All services as described in this Agreement shall be performed in accordance with all applicable laws,
rules and regulations of any and all governmental authorities and applicable standards, and specifically
performed in accordance with all applicable Workers' Compensation Laws of the State of California.
Administrator and City acknowledge the obligations and penalties contained in the California Workers'
Compensation Reform Act of 1989 that may be imposed on both Citys and claim Administrators and agree to
the following:
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a. Penalties for errors or omissions caused by City's failure to act or timely report claims or issues to
Administrator that create a delay in payment of benefits, incorrect payment of benefits, or
administrative fine(s) or penalty(s) shall be the responsibility of City. Penalties for errors or
omissions caused by Administrator ’s performance of services under this contract that create a
delay in payment of benefits, incorrect payment of benefits, or administrative fine(s) or penalty(s)
shall be the responsibility of Administrator.
b. Administrator shall provide City with a quarterly accounting of penalties paid by Administrator on
behalf of City including a description and detailed listing of each penalty payment and the specific
claim file to which the penalty payment was charged. Penalties, which are computed by
Administrator, shall be paid out of City's benefit account and Administrator shall then reimburse
City quarterly for those penalties, which are the responsibility of Administrator under the terms
and conditions of this Agreement.
c. Without limiting the provisions set forth in the above two paragraphs it is agreed that upon receipt
by Administrator of a notice of claim from City, upon which indemnity benefits shall be paid or
notice given promptly to the employee in order to avoid late payment or notice of benefit
penalties, Administrator shall have ten working days (excluding weekends and holidays) from the
date of receipt of the claim from City, to investigate and pay the temporary disability or send the
required wage continuation notice, and that failure on the part of Administrator to do so within
this time frame shall be the financial responsibility of Administrator for any fine imposed for late
notice or payment of benefits. Any fines or penalties for late payment or notice of benefits on
claims, which are received from City by Administrator on or, after the ninth working day following
the date City knew or should have known about the claim(s), shall be the responsibility of City.
d. Any controversy between the parties to this Agreement involving the construction or application
of the terms, provisions, or conditions of this Agreement relating to the payment of penalties or
fines shall be submitted to arbitration upon the written request of one party, after service of that
request upon the other party.
e. Arbitration and controversies relating to the payment of penalties or fines under this Agreement
shall comply with and be governed by the provisions of the California Arbitration Act, as set forth
at sections 1280 et. seq. of the California Code of Civil Procedure.
f. Failing informal efforts between the parties to this Agreement to resolve disputes regarding the
payment of penalties or fines, each party shall appoint one person to hear and resolve the dispute.
These arbitrators, one appointed by each party, shall be known for the purposes of this Agreement
as "initial arbitrators". If the "initial arbitrators" are unable to agree on a resolution of the dispute
they shall then choose a third independent and impartial arbitrator whose decision shall be final
and conclusive on both parties.
g. If a dispute or arbitration under this Agreement is pending at a time when payment of the disputed
penalty(s) or fine(s) is either statutorily mandated or when failure to effect payment will result in
an increase in the fine or penalty, or an additional fine or penalty, each party shall bear liability for
one-half of the penalty(s) or fine(s) in dispute until such time as the arbitration is concluded and
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liability for payment of the fine or penalty is finally determined. Once determined, the party
adjudged to be liable for the penalty(s) or fine(s) shall reimburse the non-liable party for any
portion of the penalty(s) or fine(s) the non-liable party may have paid during the pendency of the
arbitration.
Excess Coverage or Other Insurance
Administrator, as a part of the regular claims administration process, shall comply with the reporting
provisions, guidelines, and requirements imposed by the City ’s Excess Workers' Compensation Insurance
Carrier(s) and other carriers that may be involved in the administration of the City ’s Workers' Compensation
Program. However, City as policyholder shall continue to be liable for all the duties, requirements, obligations,
and penalties subject to section 6.1 and 6.2 of this agreement imposed by the City's Carrier(s).
DEFINITION OF "MEDICAL ONLY" AND "INDEMNITY" CLAIM
The definition of an "Indemnity Claim" shall be:
a. Any alleged work-related claim for which any of the following is claimed:
(1) Temporary Disability
(2) Permanent Disability
(3) Vocational Rehabilitation
(4) Life Pension
(5) Death
The definition of a "Medical Only" claim shall be:
a. Any alleged work-related injury or illness for which medical treatment is sought, the claimant is
not hospitalized, temporary disability does not exceed the waiting period as defined by the
Workers' Compensation Laws of California, and no other Indemnity benefits are claimed.
Addendum A – Pricing Proposal
Attached is final version of agreed upon pricing proposal
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MEDICAL BILL REVIEW
Medical Fee Schedule Reduction (OMFS)$7.00 Per Bill
(Includes: Medical, Pharmacy and Supplies)
Hospital In and Out Patient Fee Schedule Reductions $600.00 Per Bill
PPO Network
Duplicate Bills
UTILIZATION REVIEW, CASE MANAGEMENT AND PHYSICIAN REVIEW
Utilization Review
Concurrent, Prospective and Retrospective Review $145 Flat Fee
UR appeals: Peer to Peer $300 Per Hour
$40 Flat Rate
Case Management
Telephonic Nurse Case Management 1
Field Case Management1
Peer Review
Physician Peer Review
Records Review
ADDITIONAL RELATED SERVICES
Pharmacy Benefits Management (PBM)
Central Index Bureau & First and Subsequent Report of Incident Reporting $25 Per
Claim Reporting Included
Predictive Modeling Included
MPN (Blue Cross)
Nurse Triage
CMS Reporting (Verisk)Included
New Loss Text Messaging to Injured Workers Included
$170 Per Claim
$5.75 Per Bill
Catastrophic Case Management1 $145 Per Hour + Travel and Mileage
1 Case Management Fees are subject to 3.50% annunal increases on the anniversary date of the agreement.
$300 Flat Fee
$250 Per Hour
Included
Pharmacy Drug Review $125 Per Hour
$130 Per Hour + Travel and Mileage
23% of Savings
20% of Savings with a $3,000 Per Bill Maximum Charge
ADDENDUM A
Specialty Bill Negotiations
No Charge
Authorization Only
$124 Per Hour
Pricing Proposal -Managed Care Services
Prepared by: Athens Administrators
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1)
2)
3)
d)Banking Administrationa)Detailed status reports
b)Settlement authority set at $0.00 - Concurrence of
client required for all settlements.
e)Scheduled meetings/claim reviews
4)
5)
Legal fees Managed care expenses
Professional photographs Medical examinations
Extraordinary cost for witness statements Extraordinary travel made at client's request
Medical records Court reports
Experts' rehabilitation costs Accident reconstruction
Fees for service of process Collection cost payable to third parties
Architects, Contractors and Engineers Outside investigations
Police, fire, coroner, weather, or other such Subrogation at 15% gross recovery
Property damage appraisals Property damage appraisals
Sub rosa investigations Index bureau filings
Official documents and transcripts Chemist
Pre-and post-judgment interest paid Claim intake fees
Custom Report Creation: Access to Athens' complete report library is standard and included in fees. In the event client requires
custom reports to be created there will be a charge of $125 per hour to create custom report.
Definition of Allocated Expense: Shall include, but not be limited to:
Account Administration includes the following:
Data Management includes the following:
a)Monthly claim reporting by e-mail or website
b)Carrier report package by e-mail or website
ADDENDUM A
Athens Administrators will invoice company for all basic fees on a monthly basis and such invoice shall be paid by company upon
receipt of invoice.
Claims will be handled for the life of the contract with no additional per claim fees. If you should decide to non-renew with Athens
Administrators, the existing open files can be handled in one of two ways.
a)Athens Administrators could continue to handle open files at our prevailing rates per year per open file.
b)Athens Administrators would return the files to the client at the clients expense
Terms of Agreement
Life of Contract
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EXHIBIT B
INSURANCE REQUIREMENTS
General liability insurance. ADMINISTRATOR shall maintain commercial general liability insurance with
coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than
$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and
Property damage. The policy must include contractual liability that has not been amended. Any
endorsement restricting standard ISO “insured contract” language will not be accepted.
Workers’ compensation insurance. ADMINISTRATOR shall maintain Workers’ Compensation Insurance
(Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
ADMINISTRATOR shall submit to City, along with the certificate of insurance, a Waiver of Subrogation
endorsement in favor of City, its officers, agents, employees, and volunteers.
Notice of cancellation. ADMINISTRATOR agrees to oblige its insurance agent or broker and insurers to
provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10)
day notice is required) or nonrenewal of coverage for each required coverage. If any of the
ADMINISTRATOR’S insurers are unwilling to provide such notice, then ADMINISTRATOR shall have the
responsibility of notifying the City immediately in the event of ADMINISTRATOR’S failure to renew any
of the required insurance coverages or insurer’s cancellation or non-renewal.
Additional insured status. General liability, automobile liability, and umbrella/excess liability
insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees,
agents, and volunteers shall be additional insureds under such policies. Prohibition of undisclosed
coverage limitations. None of the coverages required herein shall comply with these requirements if
they include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds
ensuring that ADMINISTRATOR’S insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not
contain any cross-liability exclusions.
Pass through clause. ADMINISTRATOR agrees to ensure that its subAdministrators, subcontractors, and
any other party who is brought onto or involved in the project/service by ADMINISTRATOR (hereinafter
collectively “subcontractor”), provide the same minimum insurance coverage and endorsements
required of ADMINISTRATOR. ADMINISTRATOR agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. However, in the event ADMINISTRATOR’S subcontractor cannot comply
with this requirement, which proof must be submitted to the City, ADMINISTRATOR shall be required to
ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to
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the specific risk of exposure involved with subcontractor’s scope of work and services, with limits less
than required of the ADMINISTRATOR, but in all other terms consistent with the ADMINISTRATOR’S
requirements under this agreement. This provision does not relieve the ADMINISTRATOR of its
contractual obligations under the agreement and/or limit its liability to the amount of insurance
coverage provided by its subcontractors. This provision is intended solely to provide ADMINISTRATOR
with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or
services but may not carry the same insurance limits as required of the ADMINISTRATOR under this
agreement given the limited scope of work or services provided by the subcontractor. ADMINISTRATOR
agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be
submitted to City for review.
City’s right to revise specifications. The City reserves the right at any time during the term of the
contract to change the amounts and types of insurance required by giving the ADMINISTRATOR ninety
(90) days advance written notice of such change.
Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City
reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a
deductible, or require proof of ability to pay losses and related investigations, claim administration, and
defense expenses within the retention through confirmation from the underwriter.
Timely notice of claims. ADMINISTRATOR shall give City prompt and timely notice of claims made or
suits instituted that arise out of or result from ADMINISTRATOR’S performance under this Agreement,
and that involve or may involve coverage under any of the required liability policies.
Additional insurance. ADMINISTRATOR shall also procure and maintain, at its own cost and expense,
any additional kinds of insurance, which in its own judgment may be necessary for its proper protection
and prosecution of the Work.
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ADDENDUM B
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement (this “Agreement”) between City of San Luis Obispo (“Covered
Entity”), and Athens Insurance Service, Inc. DBA Athens Administrators (“Business Associate”) is dated
and effective as of July 1, 2023.
WHEREAS, Covered Entity and Business Associate have entered into, and may in the future enter into,
one or more agreements (collectively, the “Services Agreement”), pursuant to which Business Associate
will be providing certain services as more particularly described in the Services Agreement (collectively,
“Services”) to Covered Entity;
WHEREAS, in furtherance of the Services Agreement, Covered Entity will be disclosing and/or making
available certain records and information, which may include “protected health information” as that
term is defined in 45 C.F.R. § 160.103 (“PHI”), to Business Associate to perform tasks on behalf of
Covered Entity;
WHEREAS, Covered Entity is or may be subject to the requirements of Health Insurance Portability and
Accountability Act of 1996, as amended (“HIPAA”) and regulations promulgated thereunder, or by other
applicable state or federal law or regulation governing the use, disclosure, confidentiality, security or
privacy of individually identifiable information;
WHEREAS, the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”),
which is Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5), modified
HIPAA and the obligations of Business Associate (HIPAA and all amendments thereto set forth in the
HITECH Act and all accompanying regulations, including the Privacy, Security, Breach Notification and
Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time, are
collectively referred to as the “HIPAA Rules”).
NOW, THEREFORE, in consideration of the mutual premises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
Definitions. Except as otherwise defined herein, any and all terms in this Agreement shall have the
definitions set forth in the HIPAA Rules to the extent such definitions exist. In the event of any
inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Rules,
as amended, the HIPAA Rules in effect at the time shall control. Where provisions of this Agreement are
different than those mandated in the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules,
the provisions of this Agreement shall control. Any ambiguity in this Agreement shall be interpreted to
permit compliance with the HIPAA Rules.
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Use of PHI. Business Associate agrees not to use, disclose or maintain PHI except for: (i) the purpose of
performing Business Associate’s obligations under the Services Agreement; (ii) in accordance with the
terms of this Agreement; (iii) as required by law; (iv) for Business Associate’s proper management and
administration; (v) to provide data aggregation services as permitted by 45 C.F.R. §164.504(e)(2)(i)(B); or
(vi) to de-identify the PHI in accordance with 45 C.F.R. §§164.502(d) and 164.514(a)-(c).
Safeguards. Business Associate shall implement appropriate safeguards to prevent the use or disclosure
of PHI other than as contemplated by the Services Agreement and this Agreement, and comply, where
applicable, with Subpart C of 45 CFR Part 164 with respect to electronic protected health information.
Business Associate shall maintain a comprehensive written information privacy and security program
that includes administrative, technical and physical safeguards appropriate to the size and complexity of
Business Associate’s operations and the nature and scope of its activities.
Minimum Necessary. Business Associate will request, use and disclose the minimum amount of PHI
necessary to accomplish the purpose of the request, use or disclosure, in accordance with 42 USC §
17935(b) and the HIPAA Rules. Business Associate agrees not to process PHI in a way that is
incompatible with the purposes for which it has been collected or subsequently authorized by the
individual, and to the extent it is within the power of Business Associate to do so, to take reasonable
steps to ensure that PHI is reliable for its intended use, accurate, complete, and current.
PHI Access Requests. Business Associate agrees to refer any individual requests it may receive for access
to PHI, or any disputes that may come to its attention regarding PHI, to Covered Entity for appropriate
resolution.
Notifications of Unauthorized Disclosures; Mitigation. Business Associate agrees to notify Covered
Entity of any use or disclosure of PHI inconsistent with applicable law or this Agreement of which
Business Associate becomes aware, including breaches of unsecured protected health information as
required by 45 CFR § 164.410, and any security incident of which it becomes aware, without any
unreasonable delay after Business Associate’s detection of any such improper use or disclosure, except
as provided in 45 CFR § 164.412. In any such event, Business Associate shall take (i) prompt action to
cure any such deficiencies relating to such unauthorized disclosures as reasonably requested by Covered
Entity, (ii) prompt action to mitigate, to the extent practicable, any harmful effect caused by such
unauthorized disclosures, and (iii) any action pertaining to such unauthorized disclosure required by
applicable federal and state laws and regulations. Notwithstanding the foregoing, the parties recognize
and agree that there is likely to be unsuccessful attempts to access, use, disclose, modify or destroy
electronic PHI (“ePHI”) without authorization (“Unsuccessful Security Incident”) that do not necessitate
reporting or mitigation because such an Unsuccessful Security Incident does not compromise
ePHI. Therefore the parties agree that Unsuccessful Security Incidents do not need to be
reported. Among other examples, the parties consider the following to be illustrative of Unsuccessful
Security Incidents when they do not result in actual unauthorized access, use, disclosure, modification or
destruction of ePHI, or interference with an information system: (i) pings on a firewall; (ii) port scans;
(iii) attempts to log on to a system or enter a database with an invalid password or username; (iv)
denial-of-service attacks that do not result in a server being taken off-line; and (v) malware (worms,
viruses, etc.).
Access to Books and Records. Business Associate agrees to provide Covered Entity with reasonable
access to Business Associate’s internal practices, books, databases, and other records relating in any way
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to PHI or Business Associate’s obligations hereunder. Any inspections made by Covered Entity shall be
for Covered Entity’s purposes only and shall not be construed to create any responsibility on the part of
Covered Entity for any obligations imposed on Business Associate under the HIPAA Rules.
Agents or Subcontractors. Business Associate agrees to require and ensure that its agents, including any
subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate, in turn
agree to the same restrictions and conditions that apply to Business Associate’s use, disclosure or
maintenance of PHI under this Agreement. Business Associate agrees to require such agents or
subcontractors to enter into an agreement containing substantially the same provisions as this
Agreement (the “Subcontractor Agreement”). Business Associate shall make disclosures of PHI to such
agents or subcontractors only in accordance with the terms of Paragraph 2 of this Agreement. Business
Associate shall implement and maintain sanctions against agents and subcontractors that violate such
restrictions and conditions.
Access to Information; Accounting of Disclosures. In accordance with the requirements of the HIPAA
Rules: (i) Business Associate agrees to provide a reasonable right of access to individuals to their PHI
and shall provide written notification to Covered Entity whenever such access is sought or provided; (ii)
Business Associate agrees to make PHI available to Covered Entity or its agents for amendment, and
incorporate amendments of such information where appropriate; (iii) Business Associate agrees to make
available to Covered Entity or its agents information required for Covered Entity to provide an
accounting of disclosures of PHI; and (iv) Business Associate agrees to make its internal practices, books
and records relating to the use and disclosure of PHI received from Covered Entity available to the U.S.
Secretary of the Department of Health and Human Services (the “Secretary”) for purposes of
determining Covered Entity’s compliance with the HIPAA Rules.
Performing Covered Entity Obligations. To the extent Business Associate is to carry out one or more of
Covered Entity’s obligations under Subpart E of 45 CFR Part 164, Business Associate shall comply with
the requirements of such Subpart E that apply to Covered Entity in the performance of such obligations.
Return of PHI. In accordance with the requirements of the HIPAA Rules, upon termination of this
Agreement, Business Associate must return to Covered Entity or, if agreed to by Covered Entity, destroy,
all PHI that Business Associate still maintains in any form, and shall retain no copies of such information.
If such return or destruction of all or a portion of the PHI is not feasible, Business Associate shall extend
the protections of this Agreement to such PHI following the termination of this Agreement and limit
further uses and disclosures to those purposes that make the return or destruction of the information
infeasible.
Compliance With the HIPAA Rules. Notwithstanding any other provision in this Agreement, Business
Associate shall comply with the HIPAA Rules as the same are currently in effect and as they may be
implemented, supplemented or amended from time to time.
Indemnification. Business Associate shall, to the fullest extent permitted by law(including, but not
limited to California Civil Code Sections 2782 and 2782.8), protect, defend, indemnify, and hold harmless
Covered Entity, and its elected officials, officers, employees, volunteers, and agents (“City
Indemnitees”), from and against any and all losses, damages, claims, liabilities, demands, penalties,
forfeitures, suits, judgments and the associated costs and expenses (including reasonable attorneys’
fees), arising out of any actual or alleged claim based in whole or in part on, or arising from or in
connection with, Business Associate’s breach of this Agreement, or any of its obligations hereunder,
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including without limitation, Business Associate’s use or further disclosure of PHI, if such use or further
disclosure would constitute a violation of the HIPAA Rules or any other applicable law or regulation if
done by City Indemnities. Without limiting the generality of the foregoing, Business Associate’s
indemnification obligations shall include those costs and expenses (including reasonable attorneys’ fees)
incurred by City Indemnitees in connection with Covered Entity’s fulfillment of its breach notification
obligations under the HIPAA Rules relating to breaches of PHI arising from or relating to Business
Associate’s (or any of Business Associate’s affiliate’s, representative’s, agent’s, or subcontractor’s)
negligent acts or omissions in performing its obligations under or relating to this Agreement.
Access to PHI. In reliance on the representations, warranties and covenants of Business Associate set
forth herein and the Services Agreement, Covered Entity agrees to disclose and/or make available PHI to
Business Associate on the terms and conditions otherwise agreed between the parties, provided that
nothing in the Services Agreement or in any other agreement between the parties shall override any of
the record protection undertakings of Business Associate as set forth herein, and provided further that
nothing herein shall obligate Covered Entity to transfer any PHI to Business Associate. Business
Associate (and its agents and subcontractors) shall only request, use and disclose the minimum amount
of PHI necessary to accomplish the purpose of the request, use or disclosure. Business Associate
acknowledges that it has no ownership rights with respect to PHI.
Disclosures Required by Law. The parties acknowledge that Business Associate may be obligated to
disclose PHI as required by law to comply with a court order, government investigation, or other duly
constituted legal process, provided that, unless legally prohibited from doing so, Business Associate
agrees to notify Covered Entity of the request for disclosure without unreasonable delay after receiving
the request and, in any event, sufficiently in advance of the requested disclosure to enable Covered
Entity to contest or intervene in the relevant process.
State Privacy Laws. Business Associate shall comply with state privacy laws to the extent that such
privacy laws are not preempted by HIPAA. Without limiting the generality of the foregoing, all of
Business Associate’s uses and disclosures of PHI shall be consistent with the California Confidentiality of
Medical Information Act, as amended, and Business Associate shall prevent unlawful or unauthorized
access to, and use or disclosure of, PHI as provided thereunder.
Insurance. Business Associate shall obtain and maintain, during the term of the Services Agreement and
this Agreement, reasonable liability insurance covering claims based on any violation by Business
Associate of the terms of this Agreement, if such insurance is reasonably available. A copy of such policy
or a certificate evidencing such policy shall be provided to Covered Entity upon request.
Termination. If Covered Entity determines that Business Associate has materially breached or violated
the terms of this Agreement, Covered Entity may immediately terminate this Agreement. If Covered
Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach
or violation of Business Associate’s obligations under this Agreement and elects not to immediately
terminate this Agreement, then Covered Entity may take reasonable steps to cure such breach or end
such violation, as applicable. If Covered Entity’s efforts to cure such breach or end such violation are
unsuccessful (in the sole judgment of Covered Entity), Covered Entity shall either: (i) terminate this
Agreement, if feasible, or (ii) if termination of this Agreement is not feasible, Covered Entity shall report
Business Associate’s breach or violation to the Secretary. Compliance with the terms of this Agreement
is a material term of the Services Agreement and all other underlying agreements pursuant to which
DocuSign Envelope ID: EB0275E0-832A-4743-A363-A10A4FFEBC1D
Page 23 of 23
Covered Entity is making available PHI to Business Associate. The parties understand and agree that
termination of this Agreement shall constitute a material default by Business Associate under the
Services Agreement and any and all such underlying agreements, and shall give rise to Covered Entity’s
right to immediately terminate the Services Agreement and such underlying agreements. The provisions
of this Agreement shall survive the termination or expiration of the Services Agreement and any other
underlying agreement, regardless of the cause of termination.
No Warranty or Representation by Covered Entity. Covered Entity makes no warranty or representation
that compliance by Business Associate with this Agreement, HIPAA or the HIPAA Rules will be adequate
or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all
decisions made by Business Associate regarding the safeguarding of PHI.
Governing Law. This Agreement is governed by, and shall be construed in accordance with, the internal
laws of the State of California without regard to choice of law principles, and the parties agree that the
federal and state courts of California shall have jurisdiction to hear any disputes arising hereunder.
Independent Contractors. The parties agree that each is at all times acting and performing as an
independent contractor and not as a partner or agent of the other. Nothing is this Agreement shall be
construed as creating a partnership, joint venture or any other relationship of a similar nature between
the parties.
No Third Party Beneficiaries. Nothing expressed or implied in this Agreement or the Services Agreement
is intended to confer, nor will it confer, upon any third party any rights, remedies, obligations or
liabilities other than as may be explicitly detailed in this Agreement or in the Services Agreement.
Interpretation. The terms and conditions in this Agreement shall be interpreted as broadly as necessary
to implement and comply with the HIPAA Rules and applicable state laws. The parties agree that any
ambiguity in the terms and conditions of this Agreement shall be resolved in favor of a meaning that
complies and is consistent with the HIPAA Rules.
Inclusion in the Service Agreement. The terms and conditions of this Agreement shall hereby be
included in each Service Agreement executed by and between the parties. If there is any conflict
between the terms of this Agreement and the terms of a Service Agreement with respect to the matters
covered in this Agreement, the terms of this Agreement shall control.
Captions. The captions contained herein are used solely for convenience and shall not be deemed to
define or limit the provisions of this Agreement.
Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section
as in effect or as amended
DocuSign Envelope ID: EB0275E0-832A-4743-A363-A10A4FFEBC1D
Certificate Of Completion
Envelope Id: EB0275E0832A4743A363A10A4FFEBC1D Status: Completed
Subject: Complete with DocuSign: Athens Agreement .pdf
Department:
Supplier:
Source Envelope:
Document Pages: 25 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Daniel Clancy
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
990 Palm Street
San Luis Obispo, CA 93422
dclancy@slocity.org
IP Address: 71.80.247.17
Record Tracking
Status: Original
6/21/2023 10:43:52 PM
Holder: Daniel Clancy
dclancy@slocity.org
Location: DocuSign
Signer Events Signature Timestamp
James Jenkins
jjenkins@athensadmin.com
President
Athens Administrators
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 74.202.14.34
Sent: 6/21/2023 10:53:09 PM
Viewed: 6/22/2023 7:22:54 AM
Signed: 6/22/2023 7:24:21 AM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2023 7:22:54 AM
ID: c726aea6-3469-4830-bc0c-a69f45d59e5b
Markie Kersten for Christine Dietrick
mkersten@slocity.org
Assistant City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.129.202.82
Sent: 6/22/2023 7:24:22 AM
Viewed: 6/22/2023 8:49:34 AM
Signed: 6/22/2023 8:54:45 AM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2023 8:49:34 AM
ID: 550d3205-8b26-4982-922a-dcf9b72051cd
Greg Hermann for Derek Johnson
ghermann@slocity.org
Deputy City Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.129.202.83
Sent: 6/22/2023 8:54:46 AM
Viewed: 6/22/2023 5:12:16 PM
Signed: 6/22/2023 5:12:50 PM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2023 5:12:16 PM
ID: 72a6b947-49a3-426a-8f6c-d6247d9b6a75
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Kate Auslen
kauslen@slocity.org
Senior Human Resources Analyst
City of San Luis Obispo
Security Level: Email, Account Authentication
(None)
Sent: 6/22/2023 5:12:52 PM
Viewed: 6/27/2023 7:02:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
James Jenkins
jjenkins@athensadmin.com
President
Athens Administrators
Security Level: Email, Account Authentication
(None)
Sent: 6/22/2023 5:12:53 PM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2023 7:22:54 AM
ID: c726aea6-3469-4830-bc0c-a69f45d59e5b
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/21/2023 10:53:09 PM
Certified Delivered Security Checked 6/22/2023 5:12:16 PM
Signing Complete Security Checked 6/22/2023 5:12:50 PM
Completed Security Checked 6/22/2023 5:12:53 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 5/10/2017 10:25:58 AM
Parties agreed to: James Jenkins, Markie Kersten for Christine Dietrick, Greg Hermann for Derek Johnson, James Jenkins
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P. O. Box 251 B0
Santa Ana, CA92799
Attn: Corporate Secretary
To AUTHORITY: California Joint Powers lnsurance Authority
B0B1 Moody 5t, La Palma, CA 90623
Attn: Custodian of Records
23. INSURANCE
TheTPAshallmaintainpriortothebeginningofandforthedurationofthisAgreement insurance
coverage as specified in Exhibit "D" attached hereto.
lN WITNESS WHEREOF,the partieshereto have caused thisAgreement to be signed by
their duly authorized representatives as of the day and year first written above.
MEMBER
Title Human Resources Director
Nickole
Entity Name City of San Luis Obispo Date tU06l24
TPA
By Title
Entity Name Carl Warren Date
AUTHORITY
By Title
Entity Name California |oint Powers Insurance Authority Date
Page B of 23
CEO
11/7/2024
EVP
11/14/24
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