HomeMy WebLinkAbout19-113 - USI Insurance Services Northwest - Healthcare Broker ServicesCity of
Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
CONTRACT FOR SERVICES
19-113
Council Approval 7/15/1g
Contract Number:
This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter
optional municipal code city hereinafter referred to as "the City," and USI Insurance Services Northwest,
hereinafter referred to as "the Cnntractor.^ whose principal office is located at 601 Union Stnmnt, Suite
1000, Seattle, WA 98101.
WHEREAS, the City has determined the need to have certain services performed for its citizens but
does not have the manpower or expertise to perform such services; and
WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms
and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter oontoined, the parties
hereto agree as follows:
1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as if
fully set forth. In performing such services, the Contractor shall at all times comply with all Federal,
State, and local statutes, rules and ordinances applicable to the performance of such services and the
handling of any funds used in connection therewith. The Contractor shall request and obtain prior written
approval from the City if the scope or schedule is to be modified in any way.
2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered
according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this
reference. The total amount to be paid shall not exceed $90,000 at a rate of $7,500 per month,
3. Contractor Budget. The Contractor shall appy the funds received under this Agreement within the
maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City
whenever the Contractor desires to amend its budget in any way.
4. Duration of Aqreement. This Agreernent shall be in full force and effect for a period commencing July
16, 2019. and ending July 15, 2022, unless sooner terminated under the provisions hereinafter
specified.
5. Independent Contractor. Contractor and City agree that Contractor 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
Contractor nor any employee of Contractor 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 contributing to the State
Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Contractor, or any employee of the Contractor.
CA RcvIse( December 2016 Page of 7
6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials,
employees and volunteers harmless from any and all claims, injuries, dannogns.|onsesorsuitsinduding
attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries
and damages caused by the sole negligence of the Public Entity:
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 p8[sOOS or damages to property
caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers,
ofDcia|a, annp|oyeeo, and volunteers, the Contractor's liability hereunder shall be only to the extent of
the Contractor's negligence. It is further specifically and expressly understood that the indemnification
provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51
RCVV, 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.
7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims foinjuries to persons or damage topnopgrtvvvhiohnnayahsefnonnnrinoonnectionvvith
the performance of the work hereunder by the C}ontnaotor, their ogents, repnysentotives, employees or
subcontractors. Contractor's maintenance of insuronce, its scope of coverage and limits as required
herein shall not be construed to limit the liability of the Contractor 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 Scope of Insurance. Contractor 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 Ilability coverage.
2. Commercial Genera Liability insurance with Iimits no less than $1,OOO.00Oeach occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit.
Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG
00 01 and shall cover Iiability arising from premises, operations, independent contractors,
products -completed operations, stop gap liability, personal injury and advertising injury, and
Iiability assumed under an insured contract. The Commercial General Liability insurance shall
be endorsed to provide a per prject general aggregate limit using ISO form CG 25 03 05 09 or
an equivalent endorsement. There shall be no exclusion for Iiability arising from explosion,
collapse or underground property damage. The City shall be named as an additional insured
under the Contractor's Commercial General Liability insurance policy with respect to the work .
performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and
Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute
endorsements providing at Ieast as broad coverage.
3. Professional Liability Insurance with a minimum coverage of $1,000,000 per claim and
$3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and
form acceptable to the City in the City's sole discretion. Cancellation of the required insurance
shall automatically result in termination ofthis Agreement.
4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary
CA Revised December 2016 Page 2 of 7
insurance with respect to the City. Any insurance, 38lf-insur8nDo, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it.
C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
O. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of
the amendatory endOrSennents, 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 Contractor shall furnish certified copies of all required
insurance po|iCieS, including endorSenneOtS. required in this Agreement and evidence of all
subcontractors' coverage.
E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance
coverage and limits required, if any, to be obtained by subcontractors, which determination shall be
made in accordance with reasonable and prudent business practices.
F. Notice of Cancellation. The Contractor shall provide the City and all Additional lnsureds for this
work 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 Contractor 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 Contractor to correct the breoch, 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 Contractor from the City.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature
expended and services performed in the performance of this Agreement and other such records as
may be deemed necessary by the City to ensure the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless
permission to destroy them is granted by the office of the archivist in accordance with ROW Chapter
40.14 and by the City.
9. Audits and Inspections. The records and documents with respect to all matters covered by this
Agreement shall be subject at all times to inspection, review ar audit by law during the performance of
this Agreement.
10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty
(30) days written notice of the City's intention to terminate the same. Failure to provide products on
schedule may resutt in contract termination, If the Contractor's insurance coverage is canceled for any
reason, the Gity shall have the right to terminate this Agreement mmediatety.
11. Discrimination Prohibited. The Consuttant, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, nreed. color, national origin, age,
veteran status, sex, sexual VhentatiOn, gender identity, marital status, political @fU|i8h0n, the presence
of any disability, or any other protected class status under state or federal law, in the selection and
retention af employees or procurement af materiats or supplies,
12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the
CA Revised December 2016 Page 3 of 7
13. Entire Aqreement; Modification. This Agreement, together with attachments or addenda, represents
the entire and integrated Agreement between the City and the Contractor and supersedes all prior
nmgotiadnno, reprmoentahVns, 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.
14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or
unenforceable or limited in its application or gfhect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agnaemnent, 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.
15. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
02008outhmanterBlvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature
line below.
16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. 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 COuntv, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit.
^c;���
DATED this /� day of ��`y� .20 //.
CITY OF TUKWILA
C/\TEO:
City Clerk, Christy O'Flaherty
APPROVED AS TO FORM:
Office of the City Attorney
CA Revised December 2016
USI Insurance Services Northwest
/'~
L
Todd McMahon, Chief Compliance Officer
SVP NorthwesRegion
Address: 601 Union Street, Suite 1000
Seattle, VVA98101
Page 4nf7
EXHIBIT A
INSURANCE BROKERAGE SERVICES
Section 1.0 Analytical Services and Plan Administration:
1.1 Design of health care plans, cost-containment and other plan design recommendations
1.1.1 Review benefit designs and compare to City's strategic objectives.
Recommend modifications where appropriate and assist the City in strategic benefit
planning. Annually
1.1.2 Evaluate the impact of plan modifications on employees and the potential
savngs to the City. As appropriate
1.1.3 Evaluate alternate carriers and product offerings. Annually
1.1.4 Frovide benefit benchmarking. As appropriate
1.1.5 Act as an advocate of the participants and City in resolving difficult claims and administrative
problems.
12 Preparation of bid specifications (RFP) (as needed)
1.2.1 Consult with the City to estabHsh objectives for market review and identify
potential carriers or vendors. Annually
1.2.2 Assemble bUn8fit, rate and claim data for inclusion in RFP. Annually
1.2.3 Deliver RFP to selected vendors and provide any requested additional
information. Annually
1.3 Analysis of proposals and presentation offindings
1.3.1 Compare costs, funding, benefitS. C0ntrG[t3, negotiated provider discounts,
employee network disruption issues, financial strength and anticipated service
level for each carrier or vendor, as appropriate. Annually
1.3.2 Present USI's recommended carriers or vendors. Recommendation supported
by detailed analysis. Annually
1.3.3 Organize finalist meetings with the City, if appropriate. Annually
1.4 Renewal analysis and negotiation
1.4.1 Evaluate carrier underwriting practices. Annually
1.4.2 Negotiate with carriers based on internal underwriting analysis and market
trends. Annually
1 .4,3 Actuarial services and certftication of rates and retiree subsidy. Annually
1.4.5 Assist in providing detailed annual financial accounting. Annually
1.5 Reporting/Servicing Meetings
1.5.1 Claims and utilization reporting or summary. Monthly
1 .5.2 Review of annua accounting (as appropriate). Annually
1 .5.3 Benefit Resource Center Reports Quarterly
1.5.4 Meet, at least quarterly, with Health Care Committee, and as desired, with City
representatives to discuss claims experience, administration services, cost containment ideas,
benefit design, new programs and other employee benefit plan issues and problems.
Quarterly
CA Revised December 2016 Page 5 of 7
Section 2.0 Account Management Services:
2.1 Contract Review
2.1.1 Perform contract and Benefit Booklet review for each brokered plan
2.1.2 Compliance review and support
2.1.3 Assist the City (Plan Sponsor) to comply with Federal and State Laws impacting
Plans, i.e., COBRA, PPACA, TEFRA, HIPAA
2.1.4 Evaluate current/prospective TPAs
2.1.5 Assist with billing and eligibility problems
2.1.6 Monitor TPA for compliance with contract terms.
2.2 Employee Meetings
2.2.1 Employee meetings and/or benefit fairs will be limited to a maximum of (1) one
per fifty (50) employees
2.2.2 Benefit fairs may be selected in lieu of employee meetings and will be limited to
(1) per 100 benefit eligible employees.
2.3 Employer/Employee Communications Support
2.3.1 Consolidated Benefit Summary and Mobile App Build and Updates
2.3.2 USI Insider and Health & Wellness articles
2.3.3 Service Calendar
2.3.4 Technical Bulletins
2.3.5 Wellness Consu0ng, Program Design and Support
2.3.6 USI Benefit Resource Center — Advocacy Unit available to all members 0onn-
6pnn Pacific Time
2.4 Tax Reporting
2.4.1 Provide signature ready 5500 filings, along with other plan compliance materials
as required by the Employee Benefits Security Administration.
Annually
As approiate
benefit
As Appropriate
Annually
As appropriate
As appropriate
Annually
Annually
Annually
Monthly
Annually
As appropriate
As appropriate
As Appropriate
Annually
CA Revised December 2016 Page 6 of 7
1.1
EXHIBIT B
BROKERAGE FEES & COMMISSION SCHEDULE
USI fees will be in effect for thirty-six (36) months following the date this Contract for Services is signed
by both parties.
In consideration of the performance of the Services as described in Exhibit A. USI shall be
compensated as outlined below:
USI Fees: Not to exceed Q7.500 per month except where an additional service fee of $50 per
month will be charged to accounts more than thirty (30) days past due. Fees, net of commission
income received by USI from the insurance carriers, will be billed by USI on a monthly basis and
are due by the end of the month for which brokerage services are provided.
1.2 For specific services that are requested in writing by the City, but not outlined in the description
of services to be provided by USI as outlined on Exhibit A, and where USI has provided a not to
be exceeded by cost estimate for the requested services agreed to by the City . the City will be
billed for work performed. The cost for these services will be billed on a per hour or per project
basis and included in the next available monthly invoice. No services will be performed without
prior written approval from the Client.
1.3 USI reserves the right to change the fees outlined in this section after expiration of this 36 month
1.4 Fees are fixed for a period of 3 years and subject to negotiation thereafter.
CA Revised December 2016 Page 7 of 7
This Client Service Agreement ("Agreement") is made and entered into this 15 day of July, 2019
("Effective Date"), by and between Kibble & Prentice Holding Co dba USI Insurance Services
Northwest ("USI"), and City of Tukwila ("Client").
WHEREAS, USI is duly licensed to engage in the insurance business for the purposes set forth
herein, and;
WHEREAS, Client desires to engage the services of USI upon the terms and conditions
hereinafter set forth;
WHEREAS, Client desires USI to assist in the following services:
Insurance Brokerage Services. Serve as the Client's insurance broker for purposes of
evaluating certain employee benefit insurance coverage (including, but not limited to,
medical, dental and disability insurance) and obtaining said coverage.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein,
the parties agree as follows:
SECTION 1. BUSINESS ASSOCIATE AGREEMENT
USI has been retained by the Client's group health plan ("Covered Entity") as its insurance broker
and will perform certain services on behalf of the Covered Entity, in its capacity as a broker,
consultant or other service provider with respect to activities of the Covered Entity as a "group
health plan" as defined in 45 C.F.R. § 160.103. In connection with the provision of such services
by USI, the Covered Entity may disclose to USI certain Protected Health Information (as defined
below), concerning the Covered Entity and its activities.
USI and the Covered Entity desire to enter into a business associate agreement for the purpose of
addressing the Privacy Rule, the Security Rule, and the Electronic Transaction Rule, (as those
terms are defined below), and for addressing the privacy and security provisions set forth in the
Health Information Technology for Economic and Clinical Health Act (the "HITECH Act"),
contained in Title XIII, Subtitle D, of the American Recovery and Reinvestment Act of 2009, and
for making appropriate updates in accordance with final regulations issued in January 2013. In
consideration of the premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, USI and the Covered Entity agree as follows:
1.1. DEFINITIONS
1.1.1 "Agreement" shall mean this document, including all exhibits, attachments, and properly
executed amendments and addendums.
1.1.2 "Breach" shall have the same meaning as the term "breach" in 45 C.F.R. § 164.402.
25691826.2 06/10/2019
1.1.3 "Electronic Health Record" shall have the same meaning as the term "electronic protected
health information" in § 13400(5) of the American Recovery and Reinvestment Act of
2009.
1.1.4 "Electronic Protected Health Information" shall have the same meaning as the term
"electronic protected health information" in 45 C.F.R. § 160.103.
1.1.5 "Electronic Transaction Rule" shall mean the final regulations issued by the U.S.
Department of Health and Human Services concerning standard transactions and code sets
under 45 C.F.R. Parts 160 and 162.
1.1.6 "Individual" shall mean the person who is the subject of the Protected Health Information
or a person who qualifies as the personal representative of the individual in accordance
with 45 C.F.R. § 164.502(g).
1.1.7 "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. Part 160 and Part 164, Subparts A and E.
1.1.8 "Protected Health Information" shall mean any information, including genetic information,
that: (a) relates to the past, present, or future physical or mental health or condition of an
Individual; (b) the provision of health care to an Individual; (c) or the past, present, or
future payment for the provision of health care to an Individual; and that identifies the
Individual or with respect to which there is a reasonable basis to believe the information
can be used to identify the Individual.
1.1.9 "Required By Law" shall have the same meaning as the term "required by law" in 45 C.F.R.
§ 160.103.
1.1.10 "Secretary" shall mean the Secretary of the Department of Health and Human Services
("I -IHS") and any other officer or employee of HHS to whom authority has been delegated.
1.1.11 "Security Incident" shall have the same meaning as the term "security incident" in 45
C.F.R. § 160.103.
1.1.12 "Security Rule" shall mean the Security Standards and Implementation Specifications at
45 C.F.R. Parts 160 and 164, Subparts A and C.
1.1.13 "Transaction" shall have the same meaning as the term "transaction" in 45 C.F.R. §
160.103.
1.1.14 "Unsecured Protected Health Information" shall have the same meaning as the term
"unsecured protected health infoimation" in 45 C.F.R. § 164.402.
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1.2. SAFEGUARDING PRIVACY AND SECURITY OF PROTECTED HEALTH
INFORMATION
1.2.1 Permitted Uses and Disclosures. USI hereby agrees that it shall be prohibited from using
or disclosing Protected Health Information provided or made available by the Covered
Entity (or another business associate of the Covered Entity) for any purpose other than as
expressly permitted or required by this Agreement.
1.2.1(a) Functions and Activities on Covered Entity's Behalf. Except as otherwise
set forth in this Agreement, the parties hereby agree that USI shall be permitted to
use and/or disclose Protected Health Information provided or made available by the
Covered Entity (or another business associate of the Covered Entity) only for the
purpose of conducting the transactions contemplated under this Agreement and
only for purposes within the scope of USI's representation of the Covered Entity.
1.2.1(b) Business Operations. USI is permitted to use and/or disclose Protected
Health Information if necessary for the proper management and administration of
USI's representation of the Covered Entity, or to carry out any legal responsibilities
of USI, provided that, with respect to any disclosure of Protected Health
Information, either:
1.2.1(b)(1) the disclosure is Required By Law; or
1.2.1(b)(2) USI obtains reasonable assurances from the person to whom the Protected
Health Information is disclosed that: (a) the Protected Health Information will be
held in confidence and used or further disclosed only as for the purposes for which
USI disclosed the Protected Health Information to the person or as Required by
Law; (b) the person will use appropriate safeguards to prevent use or disclosure of
the Protected Health Information; and (c) the person immediately notifies USI of
any instance of which it is aware in which the confidentiality of the Protected
Health Information has been breached.
1.2.1(c) Data Aggregation Services. USI is permitted to use or disclose Protected
Health Information to provide data aggregation services, as that teiiii is defined by
45 C.F.R. § 164.501, relating to health care operations of the Covered Entity.
1.2.1(d) Minimum Necessary. USI will, in its performance of the functions,
activities, services, and operations specified above, make reasonable efforts to use,
to disclose, and to request only the minimum amount of Covered Entity's Protected
Health Information reasonably necessary to accomplish the intended purpose of the
use, disclosure or request, except that USI will not be obligated to comply with this
minimum -necessary limitation if neither USI nor Covered Entity is required to limit
its use, disclosure or request to the minimum necessary. USI and Covered Entity
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25691826.2 06/10/2019
acknowledge that the phrase "minimum necessary" shall be interpreted in
accordance with the HITECH Act and HHS guidance.
L2.2 Information Safeguards.
1.2.2(a) Privacy of Covered Entity's Protected Health Information. USI will
develop, implement, maintain, and use appropriate administrative, technical, and
physical safeguards to protect the privacy of Covered Entity's Protected Health
Information. The safeguards must reasonably protect Covered Entity's Protected
Health Information from any intentional or unintentional use or disclosure in
violation of the Privacy Rule and limit incidental uses or disclosures made pursuant
to a use or disclosure otherwise permitted by this Agreement.
1.2.2(b) Security of Covered Entity's Electronic Protected Health Information. USI
will develop, implement, maintain, and use administrative, technical, and physical
safeguards that reasonably and appropriately protect the confidentiality, integrity,
and availability of Electronic Protected Health Information that USI creates,
receives, maintains, or transmits on Covered Entity's behalf as required by the
Security Rule.
1.2.3 Subcontractors and Agents. USI will require any of its subcontractors and agents to which
USI is permitted by this Agreement, or in writing by Covered Entity, to disclose Covered
Entity's Protected Health Information and/or Electronic Protected Health Information, to
provide satisfactory assurances through a written agreement that meets the applicable
requirements of 45 C.F.R. § 164.504(e) that such subcontractor or agent will comply with
the same privacy and security safeguard obligations with respect to Covered Entity's
Protected Health Information and/or Electronic Protected Health Information that are
applicable to USI under this Agreement.
1.2.4 Prohibition on Sale of Records. USI shall not directly or indirectly receive remuneration in
exchange for any Protected Health Information of an Individual unless the Covered Entity
or USI obtains from the Individual, in accordance with 45 C.F.R. § 164.508, a valid
authorization that includes a specification of whether the Protected Health Information can
be further exchanged for remuneration by the entity receiving Protected Health Information
of that Individual, except as otherwise allowed under the HITECH Act.
1.2.5 Penalties for Noncompliance. USI acknowledges that it is subject to civil and criminal
enforcement for failure to comply with the Privacy Rule and Security Rule, as amended by
the HITECH Act.
1.3. COMPLIANCE WITH ELECTRONIC TRANSACTION RULE
If USI conducts in whole or part electronic Transactions on behalf of Covered Entity for
which HHS has established standards, USI will comply, and will require any subcontractor
or agent it involves with the conduct of such Transactions to comply, with each applicable
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requirement of the Electronic Transaction Rule. USI shall also comply with the National
Provider Identifier requirements, if and to the extent applicable.
1.4. INDIVIDUAL RIGHTS
1.4.1 Access. USI will make available to Covered Entity or, at Covered Entity's direction, to an
Individual (or the Individual's personal representative) for inspection and obtaining copies
Covered Entity's Protected Health Information about the Individual that is in USI's custody
or control, so that Covered Entity may meet its access obligations under 45 C.F.R. §
164.524. If the Protected Health Information is held in an Electronic Health Record, then
the Individual shall have a right to obtain from USI a copy of such information in an
electronic format. USI shall provide such a copy to Covered Entity or, alternatively, to the
Individual directly, if such alternative choice is clearly, conspicuously, and specifically
made by the Individual or Covered Entity.
1.4.2 Amendment. USI will, upon receipt of written notice from Covered Entity, promptly
amend or permit Covered Entity access to amend any portion of Covered Entity's Protected
Health Information, so that Covered Entity may meet its amendment obligations under 45
C.F.R. § 164.526.
1.4.3 Disclosure Accounting. To allow Covered Entity to meet its disclosure accounting
obligations under 45 C.F.R. § 164.528:
1.4.3(a) Disclosures Subject to Accounting. USI will record the information
specified below ("Disclosure Information") for each disclosure of Covered Entity's
Protected Health Information, not excepted from disclosure accounting as specified
below, that USI makes to Covered Entity or to a third party.
1 .43(b) Disclosures Not Subject to Accounting. USI will not be obligated to record
Disclosure Information or otherwise account for disclosures of Covered Entity's
Protected Health Information if Covered Entity need not account for such
disclosures.
1.4.3(c) Disclosure Information. With respect to any disclosure by USI of Covered
Entity's Protected Health Information that is not excepted from disclosure
accounting, USI will record the following Disclosure Information as applicable to
the type of accountable disclosure made:
1.4.3(c)(1) Disclosure Information Generally. Except for repetitive disclosures of
Covered Entity's Protected Health Information as specified below, the Disclosure
Information that USI must record for each accountable disclosure is (i) the
disclosure date, (ii) the name and (if known) address of the entity to which USI
made the disclosure, (iii) a brief description of Covered Entity's Protected Health
Information disclosed, and (iv) a brief statement of the purpose of the disclosure.
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1.4.3 (c)(2) Disclosure Information for Repetitive Disclosures. For repetitive
disclosures of Covered Entity's Protected Health Information that USI makes for a
single purpose to the same person or entity (including Covered Entity), the
Disclosure Information that USI must record is either the Disclosure Information
specified above for each accountable disclosure, or (i) the Disclosure Information
specified above for the first of the repetitive accountable disclosures; (ii) the
frequency, periodicity, or number of the repetitive accountable disclosures; and (iii)
the date of the last of the repetitive accountable disclosures.
1.4.3(d) Availability of Disclosure Information. USI will maintain the Disclosure
Information for at least 6 years following the date of the accountable disclosure to
which the Disclosure Information relates (3 years for disclosures related to an
Electronic Health Record, starting with the date specified by HHS). USI will make
the Disclosure Information available to Covered Entity within 60 calendar days
following Covered Entity's request for such Disclosure Information to comply with
an Individual's request for disclosure accounting. With respect to disclosures
related to an Electronic Health Record, USI shall provide the accounting directly to
an Individual making such a disclosure request, if a direct response is requested by
the Individual.
1.4.4 Restriction Agreements and Confidential Communications. USI will comply with any
agreement that Covered Entity makes that either (i) restricts use or disclosure of Covered
Entity's Protected Health Information pursuant to 45 C.F.R. § 164.522(a), or (ii) requires
confidential communication about Covered Entity's Protected Health Information pursuant
to 45 C.F.R. § 164.522(b), provided that Covered Entity notifies USI in writing of the
restriction or confidential communication obligations that USI must follow. Covered Entity
will promptly notify USI in writing of the termination of any such restriction agreement or
confidential communication requirement and, with respect to termination of any such
restriction agreement, instruct USI whether any of Covered Entity's Protected Health
Information will remain subject to the terms of the restriction agreement. USI will comply
with any restriction request if: (i) except as otherwise Required by Law, the disclosure is
to a health plan for purposes of carrying out payment or health care operations (and is not
for purposes of carrying out treatment); and (ii) the Protected Health Information pertains
solely to a health care item or service for which the health care provider involved has been
paid out-of-pocket in full.
1.5. BREACHES
1.5.1 Privacy or Security Breach. USI will report to Covered Entity any use or disclosure of
Covered Entity's Protected Health Information not permitted by this Agreement along with
any Breach of Covered Entity's Unsecured Protected Health Information. USI will treat
the Breach as being discovered in accordance with 45 CFR §164.410. USI will make the
report to the Covered Entity not more than 15 calendar days after USI learns of such non -
permitted use or disclosure. If a delay is requested by a law-enforcement official in
accordance with 45 CFR §164.412, USI may delay notifying Covered Entity for the
applicable time period. USI's report will at least:
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1.5.1(a) Identify the nature of the Breach or other non -permitted use or disclosure,
which will include a brief description of what happened, including the date of any
Breach and the date of the discovery of any Breach;
1.5.1 (b) Identify Covered Entity's Protected Health Information that was subject to
the non -permitted use or disclosure or Breach (such as whether full name, social
security number, date of birth, home address, account number or other information
were involved) on an individual basis;
1.5.1(c) Identify who made the non -permitted use or disclosure and who received
the non -permitted disclosure;
1.5.1(d) Identify what corrective or investigational action USI took or will take to
prevent further non -permitted uses or disclosures, to mitigate harmful effects and
to protect against any further Breaches;
1.5.1(e) Identify what steps the Individuals who were subject to a Breach should
take to protect themselves;
1.5.1(0 Provide such other information, including a written report, as Covered
Entity may reasonably request.
4.5.2 Security Incidents. USI will report to Covered Entity any attempted or successful (A)
unauthorized access, use, disclosure, modification, or destruction of Covered Entity's
Electronic Protected Health Information or (B) interference with Business Associate's
system operations in Business Associate's information systems, of which USI becomes
aware. USI will make this report once per month, except if any such Security Incident
resulted in a disclosure not permitted by this Agreement or Breach of Covered Entity's
Unsecured Protected Health Information, Business Associate will make the report in
accordance with the provisions set forth in Section 1.5.1.
1.6. BAA TERM AND TERMINATION
1.6.1 Term. This Agreement shall be effective on Effective Date that USI's services to the
Covered Entity commence and shall terminate when all Protected Health Information
provided by Covered Entity to USI, or created or received by USI on behalf of Covered
Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy
Protected Health Information, protections are extended to such information, in accordance
with the termination provisions in this section.
1.6.2 Right to Terminate for Cause. Covered Entity may terminate Agreement if it determines,
in its sole discretion, that USI has breached any provision of this Agreement, and upon
written notice to USI of the Breach, USI fails to cure the Breach within 60 calendar days
after receipt of the notice. Any such termination will be effective immediately or at such
other date specified in Covered Entity's notice of termination.
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1.6.3 Return or Destruction of Covered Entity's Protected Health Information. Upon termination
of this Agreement for any reason, USI, with respect to Protected Health Information received from
the Covered Entity, or created, maintained, or received by USI on behalf of Covered Entity, shall:
1.6.3.1. retain only that Protected Health Information which is necessary for USI to
continue its proper management and administration or to carry out its legal
responsibilities;
1.6.3.2. return to Covered Entity or, if agreed to by Covered Entity, destroy the
remaining Protected Health Information that USI still maintains in any form;
1.6.3.3. continue to use appropriate safeguards and comply with Subpart C of 45
C.F.R. Part 164 with respect to Electronic Protected Health Information to prevent
use or disclosure of the Protected Health Information, other than as provided for in
this section, for as long as USI retains the Protected Health Information;
1.6.3.4. not use or disclose the Protected Health Information retained by USI other
than for the purposes for which such Protected Health Information was retained and
subject to the same conditions set out at Section 1.2.1(b) which applied prior to
termination; and
1.6.3.5. return to Covered Entity or, if agreed to by Covered Entity, destroy the
Protected Health Information retained by USI when it is no longer needed by USI
for its proper management and administration or to carry out its legal
responsibilities.
Upon Covered Entity's direction, USI will transmit the Protected Health Information to
another business associate of the Covered Entity at termination, and/or could add terms
regarding USI's obligations to obtain or ensure the destruction of Protected Health
Information created, received, or maintained by subcontractors.
1.6.4 Continuing Privacy and Security Obligation. If return or destruction of the Protected
Health Information is not feasible, USI agrees to extend the protections of this Agreement
for as long as necessary to protect the Protected Health Information and to limit any further
use or disclosure so as to be consistent with the intent of this Agreement.
1.7. GENERAL PROVISIONS
1.7.1 Access to Books and Records. USI hereby agrees to make its internal practices, books and
records relating to the use, disclosure, and safeguards for Protected Health Information
received from, or created or received by USI on behalf of the Covered Entity, available to
the Secretary or the Secretary's designee for purposes of determining compliance with the
Privacy Rule and/or the Security Rule.
1.7.2 Mitigation Procedures. USI agrees to have procedures in place for mitigating, to the extent
practicable, any deleterious effect from the use or disclosure of Protected Health
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Information received from, or created or received by USI on behalf of the Covered Entity,
in a manner contrary to this Agreement or the Privacy Rule.
13.3 Amendment to Agreement. Upon the compliance date of any final regulation or
amendment to final regulation promulgated by HHS that affects USI or Covered Entity's
obligations under this Agreement, this Agreement will be automatically amended such that
the obligations imposed on USI or Covered Entity remain in compliance with the final
regulation or amendment to final regulation.
IN WITNESS THEREOF, the parties have hereunto set their hands on the date and year first
above written for the purposes set forth in this Agreement:
Kibble & Prentice Holding Co dba USI City of Tukwila
Insurance Services Northwest
Signature 7 ,
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Print Name'F,a 72,/
Title CC& .S
Date 1/16 72c 7
25691826.2 06/10/2019
Print Name
Title
H b: (-ec\-(L
Date
"7-/I G/2,01
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