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HomeMy WebLinkAboutCOW 2022-06-27 Item 4C - Contract - Health Care Broker Services with Alliant Insurance Services for $52,750 AnnuallyCOUNCIL AGENDA SYNOPSIS kv)* ,--,. sA.4 Initials ITEM No. Z Meeting Date Prepared by Mayor's review Council review .:`:.4 1 r/' 9 6/27/22 RB 4.C. & \,„,,,,`� Spec 3.E. 1908 ITEM INFORMATION STAFF SPONSOR: RACHEL BIANCHI ORIGINAL AGENDA DATE: 6/27/22 AGENDA ITEM TITLE Healthcare Broker Contract with Alliant CATEGORY 11 Mtg Discussion Date 6/27/22 II Motion Mtg Date 6/27/22 ❑ Resolution Mtg Date ❑ Ordinance Altg Date ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date SPONSOR ❑ Council ❑ Mayor ►1 Admin Svcs ❑ DCD ❑ Finance ❑ Fire ❑ P&R ❑ Police ❑ PW SPONSOR'S Staff is seeking Council approval to enter into a three-year contract for healthcare broker SUMMARY services with Alliant in the amount of $52,750 annually. REVIEWED BY ❑ Trans&Infrastructure Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ Planning & Community Dev. ❑ LTAC ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. DATE: COMMITTEE CHAIR: RECOMMENDATIONS: SPONsoR/ADMIN. Administrative Services COMMITTEE Unanimous to forward to June 27, 2022 Special Meeting Consent Agenda COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $ $ $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 6/27/22 MTG. DATE ATTACHMENTS 6/27/22 Informational Memorandum dated May 23, 2022 Draft Contract for Services 111 112 J��IILA �'qJ' / Z City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Finance and Governance Committee FROM: Rachel Bianchi, Deputy City Administrator CC: Mayor Ekberg DATE: May 23, 2022 SUBJECT: Healthcare Broker Contract ISSUE Staff is seeking Council approval to enter into a three-year contract for healthcare broker services with Alliant in the amount of $52,750 annually. BACKGROUND The City has had its existing broker, USI, for the past three years. It is standard to go to the marketplace every three years for a service such as identifying a healthcare broker. The City issued a Request for Qualifications (RFQ) and had five firms respond. Staff from the Administration, Administrative Services and Finance reviewed the RFQ documents and unanimously narrowed the firms to two — the incumbent, USI, and Alliant. Staff then invited the City's labor partners to participate in scheduled presentations and interviews with the two finalist firms. The two business representatives from Teamsters Local 763 and one internal Teamsters Local 763 shop steward joined staff from the Administration, Administrative Services and Finance to the presentations and interviews. Once again, the group was unanimous in recommending the City move forward with Alliant due to the following observations: • Strong commitment to customer service, both on the internal side assisting Human Resources and Finance, as well as the external, broader employee facing customer service; • Commitment to and history with identifying innovative ways to provide high-quality benefits while keeping costs low; and • Experience with like -sized organizations, the public sector and self-insured employers. This contract represents a reduction of what the City is currently contracted to pay in broker fees. RECOMMENDATION The Committee is being asked to approve the contract and send the item to the June 27, 2022 Special Meeting consent agenda. ATTACHMENTS Draft Contract with Alliant 113 114 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES 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 Alliant Insurance Services, Inc., hereinafter referred to as "the Contractor," whose principal office is located at 1301 Dove Street, Suite 200, Newport Beach, CA 92660 (corporate headquarters). 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 contained, 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 $52,750 annually at a rate of $4,395.83 billed per month. 3. Contractor Budget. The Contractor shall apply 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 Agreement. This Agreement shall be in full force and effect for a period commencing July 16, 2022, and ending July 15, 2025, 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. 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, damages, losses or suits including 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. CA Revised May 2020 Page 1 of 4 115 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 Contractor and the Public Entity, its officers, officials, employees, 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 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. 7. Insurance. The Contractor 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 Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, 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 liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each 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 liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability 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 least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity 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 Public Entity evidences limits of liability lower than those maintained by the Contractor. C. 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 insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating CA Revised May 2020 Page 2 of 4 116 of not less than A: VII. E. Verification of Coverage. Contractor 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 Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. 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 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 Contractor from the City. 8. Record KeeDina and ReDortinq. 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 RCW 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 or 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 result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, 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 and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor 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 3 of 4 117 14. 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. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. 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 County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 20_ CITY OF TUKWILA CONTRACTOR Allan Ekberg, Mayor ATTEST/AUTHENTICATED: City Clerk, Christy O'Flaherty APPROVED AS TO FORM: Office of the City Attorney By: Printed Name and Title: Address: CA Revised May 2020 Page 4 of 4 118 Exhibit A 1. Plans and Lines of Coverage. The services set forth in this Schedule apply to the following Client's current group benefits programs: Core benefits included: • Medical/Rx plans • Vision plan • Dental insurance plan • Employee Assistance Program (EAP) • Life/ADD insurance plans • Disability plans • COBRA • Flexible Spending Account (FSA) 2. Standard Services. E-mails received from the City of Tukwila will be acknowledged within 24 hours by your dedicated Alliant account team. CA Revised May 2020 119 FULL SERVICE PLATFORM FREQUENCY Strategy ■ Set/review goals and objectives • Ongoing ■ Evaluate market trends, competitive environment, and culture • Ongoing ■ Develop/refresh multiyear strategic glide path and financial plan • Annually by end of Q1 ■ Benchmark plan designs, costs and contributions • Annually by end of Q3 ■ Facilitate planning meetings & prepare executive -level documents • Annually by end of Q3 ■ Evaluate funding and risk retention strategies • Annually by end of Q3 ■ Develop and manage service/benefit calendar • Ongoing Financial and Renewal Management • ■ Expected vs. budget reports including claim experience, fixed fees, and high cost claims Monthly ■ Prepare pre -renewal analysis to inform renewal strategy • Annually by end of Q3 ■ Initiate renewals with vendors, negotiate annual rates and terms • Ongoing ■ Conduct self-insured underwriting analysis • Annually by end of Q3 ■ Price plan design alternatives • Annually by end of Q3 ■ Develop employer premiums and calculate COBRA rates • Annually by end of Q3 ■ Model employee contributions • Annually by end of Q3 ■ Develop budget projections • Annually by end of Q3 ■ Support stop loss analysis — review coverage level, negotiate and market • Ongoing • Calculate annual reserve (IBNR) estimates • Semiannually by end of Q1 and end of Q3 Marketing and Placement Support • Prepare request for proposals (RFP) - evaluate potential vendors and develop bid specifications • Annually by end of Q3 • Conduct detailed bid analysis — compare financial and quality responses, review plan designs, evaluate alternative cost and funding alternatives, negotiate performance guarantees • Annually by end of Q3 CA Revised May 2020 119 CA Revised May 2020 120 FULL SERVICE PLATFORM FREQUENCY • Facilitate finalist meetings and analysis; negotiate best and final rates • Annually by end of Q3 • Implementation support: facilitate project plan management, review administrative agreements and contract terms and conditions • Ongoing Vendor Management • Manage and regularly evaluate insurance carrier and service providers • Ongoing • Conduct utilization review meetings • Quarterly or as needed • Support escalated claim or plan design issues ■ Daily (via Benefit Advocates and Account Team) • Review plan document changes (contracts, policies, SBCs) • Ongoing Health, Well -Being and Productivity • Develop well-being strategy (including incentive design) in combination with annual benefit objective setting and strategy discussions • Ongoing • Assist in navigating the vendor landscape as it pertains to well-being programs and point solutions • Ongoing • Support marketing of vendors • Ongoing • Provide access to standard communication toolkit including monthly newsletter, annual communications calendar, health educational flyers and pamphlets on relevant health conditions and well-being initiatives • Ongoing • • • Share clinical opinion guides and infographics on common topics such as preventive care, cancer, diabetes, stress, screenings and biometrics • Ongoing Support annual review of program engagement, participation and outcomes reports and provide feedback and recommendations • Ongoing Provide templates for employee and employer surveys and assessments • Ongoing Compliance ■ Offer ongoing education through webcasts, podcasts, white papers, and legislative alerts • Ongoing ■ Provided daily Q&A support by designated Alliant compliance consultant on client's group health plan compliance questions, e.g. COBRA, HIPAA, ACA, section 125, etc. • Ongoing • Prepare SARs and PCORI fees • Annually by Q4 • Provide consolidated annual notices package, including main Federal requirements: Medical Part D, HIPAA privacy, Women's Healthcare Rights Act • Annually by Q4 • Provide templates documents for compliance including SPDs, Summary Material Modifications, COBRA model notices, customizable HIPAA Privacy and Security policies and procedures • ■ Ongoing • ThinkHR Human Resources Consulting — access to 200+ online training courses, live HR expert via chat and phone, resource center with tools and templates Ongoing Communications • Facilitate communication strategies for open enrollment and new hires • Annually by Q4 • Assess current materials provided by vendors and developed in-house • Ongoing CA Revised May 2020 120 FULL SERVICE PLATFORM FREQUENCY Draft open enrollment materials including announcement letter/email, open enrollment PowerPoint, benefit guides Coordinate vendor materials and supplies to support open enrollment ■ Annually by Q4 ■ Annually by Q4 Provide access to library of videos and educational materials ■ Ongoing Attend and present open enrollment and other requested employee ■ Ongoing meetings MyBenefits.Life website and mobile application ■ Ongoing Benefit Advocates Team — assist HR, employees and dependents with ■ Ongoing questions, claim issues, and appeals CA Revised May 2020 121 Exhibit B Compensation. Contractor shall receive an annual fee of $52,750, which will be invoiced to the City in the amount of $4,395.83 per month. CA Revised May 2020 122 WLIIiant BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into by and between City of Tukwila ("Covered Entity"), as administered by City of Tukwila ("Plan Sponsor") and Alliant Insurance Services, Inc., a California corporation ("Business Associate"), as of the date last written below. Each Covered Entity and Business Associate are sometimes referred to herein singularly as "Party" and collectively as "Parties." Business Associate has agreed to perform certain services for or on behalf of Covered Entity that may involve the creation, maintenance, use, transmission or disclosure of protected health information within the meaning of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and its implementing regulations, 45 CFR Parts 160 and 164 ("HIPAA Rules"). This Agreement supplements all other concurrent and future agreements between the Parties that may involve protected health information and compliance with HIPAA. This Agreement is intended to and shall be interpreted to satisfy the requirements for business associate agreements as set forth in the HIPAA Rules as they have been amended, including but not limited to privacy and security amendments of the Affordable Care Act and the Health and Human Services ("HHS") Omnibus Final Rule. Business Associate understands and acknowledges that it is subject to the HIPAA Rules, and that violation of the HIPAA Rules carries significant penalties as described in 45 CFR § 160.404. Business Associate also understands that it is subject to and must comply with the Health Information Technology for Economic and Clinical Health Act ("HITECH") privacy provisions of the American Recovery and Reinvestment Act, as well as with any applicable state privacy laws. WHEREFORE, for valuable consideration, including the mutual promises and benefits as set forth below, the Parties agree as follows: DEFINITIONS General Definitions. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. II. Specific Definitions. (A) Business Associate shall generally have the same meaning as the term "business associate" at 45 CFR § 160.103, and in reference to the Party to this Agreement, shall mean Business Associate. (B) Covered Entity shall generally have the same meaning as the term "covered entity" at 45 CFR § 160.103, and in reference to the Party to this Agreement, shall mean Covered Entity. (C) Protected Health Information ("PHI") shall generally have the same meaning as the term "protected health information" at 45 CFR § 160.103, and shall include any individually identifiable information that is created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity that relates to an Individual's past, present, or future physical or mental health, health care, or payment for health care, whether such information is in oral, hard copy, electronic, or any other form or medium. 893236.1 123 124 AGREEMENT I. Recitals Incorporated. The recitals above are expressly incorporated into the terms of this Agreement. II. Relationship of the Parties. Business Associate is, and at all times during this Agreement shall, be acting as an independent contractor to Covered Entity, and not as Covered Entity's agent. Covered Entity shall not have authority to control the method or manner in which Business Associate performs its services on behalf of Covered Entity, provided that Business Associate complies with the terms of this Agreement and the HIPAA Rules. Business Associate shall not have authority to bind Covered Entity to any liability unless expressly authorized by Covered Entity in writing, and Covered Entity shall not be liable for the acts or omissions of Business Associate. Business Associate shall not represent itself as the agent of Covered Entity. Nothing in this Agreement shall be deemed to establish an agency, partnership, joint venture or other relationship except that of independently contracting entities. III. Business Associate Responsibilities. Business Associate agrees to: (A) Fully comply with the HIPAA Rules as they apply to business associates. (B) Not use or disclose PHI except as permitted by this Agreement or as otherwise required by law. (C) Use appropriate safeguards to prevent the use or disclosure of PHI other than as permitted by this Agreement. Business Associate shall comply with the requirements in 45 CFR Part 164, Subpart C applicable to business associates, including the use of administrative, physical and technical safeguards to protect electronic PHI. (D) Within thirty (30) days after discovery, report to Covered Entity any use or disclosure of PHI not permitted by this Agreement, applicable state privacy laws, or the HIPAA Rules of which Business Associate becomes aware, including but not limited to reporting breaches of unsecured PHI as required by 45 CFR § 164.410, reporting security incidents as required by 45 CFR § 164.314(a)(2)(i)(C), and reporting breaches and security incidents of Business Associate's contractors and subcontractors. (E) Fully cooperate with Covered Entity's efforts to promptly investigate, mitigate, and notify third parties of breaches of unsecured PHI or security incidents as required by the HIPAA Rules. (F) Ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same or equivalent restrictions, conditions, and requirements set forth in this Agreement, applicable state privacy laws, HITECH, and the HIPAA Rules applicable to such subcontractors. Without limitation, Business Associate shall ensure that any subcontractors comply with the applicable requirements of 45 C.F.R. Parts 160, 162, and 164. Business Associate shall fulfill this requirement by executing a written agreement with any subcontractors in compliance with the requirements of the HIPAA Rules. (G) Within fifteen (15) days following Covered Entity's request, make available to Covered Entity any PHI in Business Associate's control as necessary to enable Covered Entity to satisfy its obligations to provide an Individual with access to PHI under 45 CFR § 164.524. (H) Within fifteen (15) days following Covered Entity's request, make available to Covered Entity any PHI for amendment and incorporate any amendments to PHI as necessary to enable Covered Entity to satisfy its obligations under 45 CFR § 164.526. (I) Maintain information concerning Business Associate's or subcontractors' disclosures of PHI as required by 45 CFR § 164.528(a) -(b) and, within fifteen (15) days following Covered Entity's request, make such information available to Covered Entity as necessary to enable Covered Entity to render an accounting of disclosures pursuant to 45 CFR § 164.528. 441liant Business Associate Agreement Page 2 of 6 (J) To the extent Business Associate is to carry out Covered Entity's obligations under 45 CFR Part 164, Subpart E, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations. (K) Make Business Associate's internal practices, books, and records relating to the use and disclosure of Protected Heath Information received from, or created or received by, Business Associate on behalf of Covered Entity, available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Rules. IV. Uses and Disclosures by Business Associate. (A) Permissible Uses and Disclosures. Business Associate may use or disclose PHI only as follows: (1) As necessary to perform the services set forth in the Service Agreement. (2) To de -identify PHI in accordance with 45 CFR § 164.514(a) -(c). (3) As required by law. (4) For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that any disclosures for these purposes (a) are required by law, or (b)(i) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and (b)(ii) the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (5) To provide data aggregation services relating to the health care operations of Covered Entity as defined in 45 CFR § 164.501. (B) Impermissible Uses or Disclosures. Business Associate may not use or disclose PHI in a manner that would violate 45 CFR Part 164, Subpart E, if done by Covered Entity except for the specific uses and disclosures set forth in Sections IV(A)(1)-(5), if applicable. (C) Minimum Necessary. Business Associate agrees to use or disclose the minimum amount of PHI necessary for a permitted purpose pursuant to this Section IV, Covered Entity's policies and procedures, and 45 CFR § 164.502(b). V. Obligations and Duties of Covered Entity. (A) Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation(s), if any, may affect Business Associate's use or disclosure of PHI. Covered Entity may satisfy this requirement by providing Business Associate with the notice of privacy practices that it delivers in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice. (B) Notice of Individual Permission. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. (C) Notice of Other Restrictions. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. (D) Impermissible Requests. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Privacy Rule if 441liant Business Associate Agreement Page 3 of 6 125 126 done by Covered Entity. VI. Term and Termination. Unless otherwise agreed in writing by the Parties, this Agreement shall be effective as of the date executed by the Parties and shall continue until terminated as provided below. (A) Termination. This Agreement shall terminate on the date on which a broker other than Business Associate is designated as the "broker of record" for the Covered Entity. In addition, this Agreement may be terminated earlier as follows: (1) Covered Entity may terminate this Agreement without cause upon sixty (60) days' prior written notice to Business Associate. (2) Covered Entity may terminate this Agreement upon thirty (30) days' prior notice if Covered Entity determines that Business Associate or any subcontractor has violated the HIPAA Rules, a material term of this Agreement, or otherwise engaged in conduct that may compromise the PHI. Subject to Section VI(A)(3), Business Associate shall have the opportunity to cure the breach or violation within the 30 -day notice period. If Business Associate fails to cure the breach or violation within the 30 -day notice period, Covered Entity may immediately terminate this Agreement. (3) Notwithstanding Section VI(A)(2), Covered Entity may terminate this Agreement immediately if Business Associate or any subcontractor engages in any conduct that Covered Entity reasonably believes may result in adverse action against Covered Entity by any governmental agency or third party. (B) Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate shall with respect to PHI received from Covered Entity, or created, maintained, used, or received by Business Associate on behalf of Covered Entity: (1) If feasible, return all PHI to Covered Entity or, if Covered Entity agrees, destroy such PHI. (2) If the return or destruction of PHI is not feasible, continue to extend the protections of this Agreement and the HIPAA Rules to such information, and not use or further disclose the information in a manner that is not permitted by this Agreement or the HIPAA Rules, and Business Associate will notify the Covered Entity of the retained information in writing. The notification shall include: (a) a statement that the Business Associate has determined that it is infeasible to return or destroy the PHI in its possession; and (b) the specific reasons for such determination. Business Associate further agrees to extend any and all protections, limitations and restrictions contained in this Agreement to the Business Associate's use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. If it is infeasible for the Business Associate to obtain from employees, contractors, subcontractors, or agents any PHI in their possession, the Business Associate must provide a written explanation to Covered Entity and require the employees, contractors, subcontractors, or agents to agree to extend any and all protections, limitations, and restrictions contained in this Agreement to their use and/or disclosure of any PHI retained after the termination of the Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. (C) Survival. Business Associate's obligations under Section VI shall survive termination of this Agreement. VII. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended. VIII. Amendment. The Parties agree to take such action as is necessary to amend this Agreement 441liant Business Associate Agreement Page 4 of 6 from time to time to comply with the requirements of the HIPAA Rules and any other applicable laws. This Agreement may be amended, modified, or added to only be written instrument properly signed by both parties. IX. Governing Law. This Agreement shall be construed to comply with the requirements of the HIPAA Rules, and any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. All other aspects of this Agreement shall be governed under the laws of Washington and all actions shall be venued in the state or district courts of Washington. X. Assignment/Subcontracting. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, and assigns. Business Associate may assign or subcontract rights or obligations under this Agreement to subcontractors or third parties without the express written consent of Covered Entity provided that Business Associate complies with Section III(F), above. Covered Entity may assign its rights and obligations under this Agreement to any successor or affiliated entity. Xl. Cooperation. The Parties agree to cooperate with each other's efforts to comply with the requirements of the HIPAA Rules and other applicable laws; to assist each other in responding to and mitigating the effects of any breach of PHI in violation of the HIPAA Rules or this Agreement; and to assist the other Party in responding to any investigation, complaint, or action by any government agency or third party relating to the performance of this Agreement. In addition to any other cooperation reasonably requested by Covered Entity, Business Associate shall make its officers, members, employees, and agents available without charge for interview or testimony. XII. Notice. All notices, requests, and other communications given under this BAA, shall be in writing and deemed duly given: (A) when delivered personally to the recipient; (B) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid); or (C) five (5) business days after being sent by U.S. certified mail (charges prepaid). Except as otherwise provided herein, all notices requests or communications under this BAA shall be addressed as follows: If to Covered Entity: If to Business Associate: City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Attn: Rachel Bianchi Alliant Insurance Services, Inc. 1420 5th Avenue, Suite 1500 Seattle, WA 98101 Attn: Julie Forinash With a copy to: General Counsel 701 B Street, 6th Floor San Diego, CA 92101 XIII. No Third Party Beneficiaries. Nothing in this Agreement is intended to nor shall it confer any rights on any other persons except Covered Entity and Business Associate and their respective successors and assigns. XIV. Insurance. Unless waived in writing by Covered Entity, Business Associate shall obtain and maintain insurance or equivalent programs of self-insurance with appropriate limits sufficient to cover costs, losses and damages that may arise from Business Associate's breach of this Agreement or any unauthorized use or disclosure of PHI by Business Associate. Upon Covered Entity's request, Business Associate shall provide proof of such insurance to Covered Entity. XV. Indemnification. Business Associate agrees to defend, indemnify, and hold harmless Covered Entity and Covered Entity's officers, members, employees and agents from and against any and all claims, fines, penalties, liabilities, demands, damages, losses, costs, expenses (including without limitation costs, reasonable attorneys' fees, fines, penalties, and assessments) resulting from Business Associate's breach of this Agreement, or any acts or omissions of Business Associate or Business Associate's officers, members, employees, agents, or subcontractors 441liant Business Associate Agreement Page 5 of 6 127 128 arising out of or related to the use or disclosure of PHI or violation of the HIPAA Rules, HITECH, or any other state or federal laws governing information privacy. Likewise, Covered Entity agrees to defend, indemnify, and hold harmless Business Associate and Business Associate's officers, members, employees and agents from and against any and all claims, fines, penalties, liabilities, demands, damages, losses, costs, expenses (including without limitation costs, reasonable attorneys' fees, fines, penalties, and assessments) resulting from Covered Entity's breach of this Agreement, or any acts or omissions of Covered Entity or Covered Entity's officers, members, employees, agents, or subcontractors arising out of or related to the use or disclosure of PHI or violation of the HIPAA Rules, HITECH, or any other state or federal laws governing information privacy. The provisions of this section shall survive the expiration or termination of this Agreement. XVI. Entire Agreement. This Agreement contains the entire agreement between the Parties as it relates to the use or disclosure of PHI, and supersedes all prior discussions, negotiations and services relating to the same to the extent such other prior communications are inconsistent with this Agreement. COVERED ENTITY BUSINESS ASSOCIATE By By Print: Print: Title: Title: Date: Date: 441liant Business Associate Agreement Page 6 of 6