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HomeMy WebLinkAbout25-222 - Contract - J. Graham Inc. - Audit Services: Employee HMACity of Tukwila Contract Number: 25-222 Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and J. Graham Inc., hereinafter referred to as "the Consultant', in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform healthcare claims auditing services in connection with the City of Tukwila's self-funded health plan. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending June 30, 2026, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than June 30, 2026 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $18,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability, insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA revised May 2020 Page 2 1 4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. City Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Consultant shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. CA revised May 2020 Page 3 1 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days' written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: J. Graham Inc. 8011 Brooks Chapel Rd #4035 Brentwood, TN 37027 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA revised May 2020 Page 4 1 DATED this 21st day of July 2025. CITY OF TUKWILA DocuSigned by: (MV -11 TC Croone, CPO ATTEST/AUTHENTICATED: Signed by: Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Signed by: C—�• Office of the City Attorney CONSULTANT: J. Graham Inc. Signed by: r �bu tn, By. F8A3FC9C053B4D4... Printed Name: John M. Graham Title: President CA revised May 2020 Page 5 1 EXHIBIT A: STATEMENT OF WORK This Statement of Work (the "SOW') is entered into by and between J. Graham Inc., a Tennessee corporation (hereinafter "JGI") and City of Tukwila, a municipality (hereinafter "Client") and attached to the Contract, on the following terms and conditions: A. Definitions As used in this Agreement, the following defined terms have the following meaning: TPA is the Third Party Administrator or other Healthcare Claims payment organization processing claims on behalf of the Client. Healthcare Claim(s) are the claims and the supporting information submitted by subscribers, dependents, or providers to the TPA seeking reimbursement for services covered by Client's health and welfare benefit plan, including information created by the TPA related to the payment or disposition of the submission. Identified Amounts are any overpayments of Healthcare Claims identified by JGI during the Claims Audit which are an error or recovery item regardless of assignment of fault for the error or the ability of the TPA to recover the overpayment. Identified Amounts also include all out -of -sample claims associated with those error categories from sample claims. Recovered Amounts are any Identified Amounts resulting in a cash refund or credit to the Client's healthcare plan. Claims Audit is the service provided by JGI which normally includes reviewing the Claims Data Set electronically for likely overpayments, confirming any overpayments with the TPA, and recommending a course of action to be implemented by the TPA and Client for correcting underlying problems and recovering any Healthcare Claims overpayments. Claims Data Set is the electronic file provided by the TPA that provides the historical record and data of Healthcare Claims paid on Client's behalf that will be used to conduct the Claims Audit. Party or Parties refers to Client and JGI. B. Duties of JGI JGI shall Meet with Client personnel, either by phone or in person, to outline the Claims Audit process, submit an information request to Client, and establish a process for resolving questions JGI may have during the Claims Audit with the appropriate Client personnel. Provide a Claims Audit scope and/or data request to the TPA, review Claims Data Set for completeness and compare total amount paid by TPA to healthcare providers as set forth in the Claims Data Set versus the amount funded by Client for Healthcare Claims. Perform an analysis of the Claims Data Set to detect potential overpayments in some or all of the following areas: duplicate payments, payments outside valid eligibility, benefits application, procedure bundling/unbundling, accuracy of pricing and provider contract application, timely filing, coordination of benefits, multiple surgery discounts, and assistant surgeon discounts. Client agrees that the scope of the Claims Audit, the analysis performed during the Claims Audit and the decision to analyze any particular area for potential overpayments during the Claims Audit, shall be determined solely by, and at the discretion of, JGI. JGI does not warrant or represent that it will discover any or all errors or overpayments, or any particular number or percentage of errors or overpayments made by the TPA. Review a sample of claims on a site visit at the TPA with the total number of site visit claims to be negotiated with the TPA consistent with any limitations in the audit rights between Client and TPA. Deliver reports to TPA and Client identifying specific Healthcare Claims that Client may be entitled to recover, and review such reports with Client and/or TPA at Client's discretion. Monitor TPA's efforts, to the extent possible, in recovering overpayments of Healthcare Claims. Actual collection of, and any related efforts to collect Healthcare Claims overpayments, is solely the responsibility of the TPA and Client. Provide Client, as appropriate, with updates showing progress throughout the project, as well as a final report identifying Identified Amounts and Recovered Amounts as reported by the Client or the TPA to JGI. C. Duties of Client Client shall: Notify TPA of the Claims Audit and authorize release of all information and data to JGI necessary to complete the Claims Audit, including but not limited to, the Claims Data Set. Prior to the delivery of the Claims Data Set to JGI, provide written notice to JGI of any Healthcare Claim overpayments already identified by Client or TPA. Provide JGI with the following documentation to support the Claims Audit: Summary Plan Descriptions for all options and time periods covered by the Claims Audit, banking files showing amount paid by claim or summary check run data of funding by Client for the time periods audited if banking file is not available, any electronic eligibility or other eligibility records maintained by Client, and copies of contracts between the Client and TPA. Direct TPA to recover any Identified Amounts or any other remediation deemed necessary by Client. D. Relevant Time Frame for Claims Audit This Agreement shall apply to all Healthcare Claims paid under Client's medical plans during the following time periods: January 1, 2024 to June 30, 2025 This time period can be modified upon written agreement (including email) between the Parties to include additional time periods due to delays in beginning the Claims Audit or to account for other restrictions imposed by the TPA. EXHIBIT B: PAYMENT Client shall pay JGI $18,000 for the scope described herein for the claims audit. This total fee will be paid in two equal installments of $9,000, the first upon the transfer of the claims data sent by HMA and the second upon release of the Final Audit Report. In the event this Agreement is terminated by Client in accordance with paragraph 6 of this Agreement after JGI has received the Claims Data Set but prior to JGI's identification of any Healthcare Claims overpayments, JGI shall be reimbursed for any expenditures incurred by it during the engagement and be paid compensation at the rate of $150 per hour for each hour that a partner or associate spent working on the engagement prior to termination. JGI shall be responsible for any costs and expenses incurred by it while providing services during the engagement. Client shall remit to JGI the appropriate fee determined in accordance with paragraph 5(a) within thirty (30) business days of Client's receipt of invoice. Failure to pay this fee within thirty (30) days will result in an interest charge of 4%, or the maximum interest rate allowed by law if less than 4%, of the total fee owed per month, to be assessed each month until the full balance of the fee owed is paid to JGI.