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AG 14-108RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ' ORIGINATING DEPT./DIV: 0 -�(n? on Re-(i a 2. ORIGINATING STAFF PERSON: �� �G( � [ �k j EXT: Q53 a-1 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT • REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): OTHER C-�QoL l� a �� Ad ✓vii K [=19 74aj ;rfty �TIm ❑ HUMAN SERVICES/ CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTER-LOCAL 6. NAME OF CONTRACTOR: Cava t � ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: �' l .� COMPLETION DATE: Oj' �( rn 9 TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW 13 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: ZJ D ' (7J DATE REC'D: o(o bDI zoi 4 • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATE SIGNED • LAW DEPARTMENT • SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# ( -� ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 ADMINISTRATIVE SERVICES AGREEMENT This Agreement is befiiveen Group Health Cooperative ("GROUP HEALTH*) and City of Federal Way {"EMPLOYER'). - • • e- «- - I ar - s° k: t• ms's • - • s - s t - t-•- oa ti •ce,. a tz.. • •e s.i -• • .w sM .t • s sue- .s �:t.t ::- a:.: •- t YI s R"onsh§ of, Partles EMPLOY the Plarr Sponsor of the been established • o e • i to • 0 � 4" t' health care benefits • and i' certain Ah M. i. as described the Documents. i .°i i .. t• +' ' E 1 carrier described ♦ Washington state GROUP HEALTH DOES NOT ENTER INTO THIS AGREEMENT AS A HEALTH CARRIER; THIS IS'AN ADMINISTRATIVE SERVICES ONLY AGREEMENT AND DOES, NOT PROVIDE FOR PREPAID MEDICAL COVERAGE. GROUP HEALTH DOES NOT ASSUME ANY RESPONSIBILITY FOR THE FINANCIAL RISK ASSOCIATED WITH THE PAYMENTOF BENEFITS PROVIDED UNDER THE PLAN. THIS AGREEMENT IS NOT SUBJECT TO THE PROVISIONS OF THE WASHINGTON STATE INSURANCE CODE, TITLE 48 RC1tV. D. GROUP HEALTH is not in any way to be deemed an insurer, underwriter, or guarantor with respect to any benefits offered under the Plan. Under this Agreement, GROUP HEALTH'' will perform administrative services and arrange for the delivery of health care services on behalf of the Plan and in consideration' of EMPLOYER's payment of the fees and charges as set forth in this Agreement E. GROUP HEALTH does not, under this Agreement, assume any responsibility for the general policy direction of Plan, the adequacy of the Plan's funding, or any act or omission or breach of duty of EMPLOYER, as Plan Sponsor, or the Plan Administrator. EMPLOYER, as Plan Sponsor, and the Plan Administrator, remains responsible for these activities. GROUP HEALTH shall not be deemed a fiduciary under the Plan or in the performance of its obligations under this Agreement F. GROUP HEALTH is and shall remain an independent contractor with respect to the administrative and Kith care services perbmed and arranged pursuant to this Agreement. GROUP HEALTH shall not for any purpose be deemed an employee of EMPLOYER. GROUP HEALTH and EMPLOYER shall not be deemed partners, joint ventures, or governed by any legal relationship other than that of an �dependenicontractor. 3. No Third Party Rights.. This Agreement is between GROUP HEALTH and EMPLOYER and does not crenate any rights or legal relationships between GROUP HEALTH and any Participant in the Fin, or any other third party. - w - •.1 J y2.•l a s� a`�' .tit -'- rr • ♦r •r_ �,• o •,- :�aa�.e -- a •rac,. r r- r, r ,e .r • t + c- a - �e. ... - e - ie ,- t -e n s-i-- - a r:. a .rye t a s $ .ti• - ♦+..a -io t • Ie e ' t" III IiAJ Ole to • -:.1 4. a �, ( e is e•a ­i • F" II ! (' e t � b• „°i 0 �' • : ° • � t a' a .- • =e ar _ ♦ • f .- -�-.,. a eur =.• B_ Notwithstanding the discretionary authority described in part 4A above, ; EMPLOYER ,,agrees thet it will not matte changes; to the health carne benefrts orany services to be provided `andlor arranged by GROUP HEALTH.: under the, Plan and as described �-Exhit .c; and shall adc�pt.,y an lemd is to the prrr risicrns;,of l?Ian ttrat cable in i, way -to fibs servic pnavideci by GROUP HEALTH'unte~ss GROUP HEALTH first agrees to such changes or amendments AND EMPLOYER and GROUP HEALTH also agn upon aiding comes in the fees and charges under this Agreement Such agreements' between the parties, including.the,effeive da#e of the changes, shall be documented 'in accordance with section 14.B. of this Agreemetl# 5. .�,e�t f` �, to Arra Pur�tu�tt to thts Ao t A Health care Services. GROUP HEALTH shag arrange for the•.delivery of health care services to Participants as did in Exhibit C. 13. deatth:Care�� vstem. GRQUP HEALTH shall a range frx= an adequate: health care delivery system for the provisicm of health care serves under this Aowmen t The health care delivery system shag be comprised of a managed health care network CMHCNI comprised of Group Health CooPeraiive ("GHC1, . ' CMHGN FaaliW), physicians and otter health care providers directly, eMpk +ed by GHC CMHCN Providers'}, and those health,,; fadllities .and beaith cane providers under contract with GROUP HEALTH for delivery of health care services to Participants. Upon. request of EMPLOYER, GROUP HEALTH shall provide information regarding the then- current c omposition of the MHCN health care delivery system made available to Participants under this Agreement �e .K as a ' ® ' « • - 1 Y . '! M. M• F _ - e i =_,i e-: - e e •ems -♦ a .• ,;.,� e r • e- • r.� -e a.: -ro • • � '•' r = �° a is r. - «• eti _ w�• • _ a. , s s r_ r- - •r_ s , e t - A EMPLOYER shall ensure that its Plan Documents gibe the health care services to be arranged for Partiicipants by. GROUP HEALTH in the same manner as desed in Exhibit C. EMPLOYER agrees that k will not make changes to the health care services arranged by GROUP HEALTH under the Plan unless the. parties first agree do such changes and to corresponding changes inthe fees:and c,`sar health care servers. Prior io executing; ibis Agreement, EMPLOYER shall provide to GROUP HEALTH fdr its review and approval the Plan bene5ts handbook that pertains to GROUP HEALTH and the services th be performed under this Agreement 2 B. Upon request of EMPLOYER; GROUP HEALTH will pry EMPLOYER with a media copy of a summary of benefits describing the health care .services GROUP HEALTH will arrange under this Agreement for use by EMPLOYER in preparing the'Plan Documents in a manner that ensures that the Plan Documents accurately describe those health care services. C. GROUP HEALTH shall maintain the right to review and approve all materials developed or treated by, or on behalf of, EMPLOYER that pertain to GROUP HEALTH and the services to be performed under this Agreement 7. AdministraWia $WdM to be Performed Pursuant to this A s •- �: e e t W77 ,• «• t" t • -f • ti t e r_ a, t ♦:..tea r:.. • at •- to "• •- • «: t - «:.. ♦:. I e • ' • • r •� I - t:< too*, :�[ s • �a -a t a♦ " 4 • t - • • •,. a �. «c - • , ! t� a e [• - - ..• t _ -'• t. a «s• t t - w t: •:, • -♦ a- i � C. Reco GROUP HEALTH shall maintain, in a form deemed appropriate by GROUP HEALTH,, an adequate system for maintenance of records related to GROUP HEALTH's perkwmance of administrative ,services under this Agreement Such ;reeds shall. be considered. GROUP HEALTH's business records. Subject to the terrm contained in Exhibit D, GROUP HEALTH. shall, upon request of EMPLOYER and to the extent permitted under all applicable laws pertaining to confcdentiality.of health Information, proves copies of such records to EMPLOYER as,am necessary to allow EMPLOYER to meet its obfigatlons as Plan Sponsor and/or Plan Administrator: Subject to alt applicable laws regarding, confidentiality of health care information, and after providing reasonable advance notice, EMPLOYER shad have the right to reasonably inspect GROUP HEALTH's records to ensure that adequate reds are maintained as described in this section. D. Bacons to be Providdd by GROUP HEALTH. GROUP HEALTH shall provide EMPLOYER with the reports liSfed:and described in Exhibit B by the twenty -tifih (25th) working day of each month. E Enrollment Services. GROUP HEALTH shall provide enrollment services on behalf of the Plan as described In Exhibit B. Charges for enrollment services are set forth in Exhibit A F. Health Care Claims. Payrtrent GROUP HEALTH shall administer payment of claims for covered health care services on behalf of the Plan and in accordance with Exhibit C. G. Administrative Fees Billing. GROUP HEALTH shall bill administrative charges to EMPLOYER by the twenty -fifth (25th) day of each month and in accordance with Exhibit A. 3 as s a• v ME- t t- ty • k.:. f - ` E ! f a 0 - !�� J. m '1 that, are m mtailned by PH do�. not, tam any unreasonable disp4i,- 0 .o �i�t zl %tai. a `.4 �yi • .:+. an n invoice. No payment amounts received by GROUP _HEALTH shall be considered assets of the Plan {1} L to fie: A lace charge of twelve percent {1290 per ar►nurn {.03 percent per stay) will be ''on "all payment amounts not received when due. Payment for late charges shall b61rxluded'with payn a Ms due for health care services. C. F t Medical Rec — Reuse. EMPLOYER shall provkle or amir a fcn PROUP HEALTH to - have =access toil mediralhns and other information necessary for GROUP HEALTH-to perform its duties under #his Agreement. To the extent required by- 'state or federal law,` EMPLOYER shall obtain from each Pmt, and provide to GROUP HEALTH, a release whicty perm is EMPLOYER and GROUP HEALT14 to have access to the Parlidipenrs rnedicaltwords liar purposes of performing administrative services under this Agreement D. Ce ffyg tl M of El gjbil EMPLOYER shag have sole resptftiblfity for determining . eligibility to participate in the Plan, shall certify to GROUP HEALTH the eligibility of Participants on no less than a monthly basis, and shall furnish to GROUP HEALTH on forms designated by GROUP HEALTH an information necessary for GROUP HEALTH to perform its administrative services under this Agreement GROUP HEALTH shall be entitled to rely on irdor►mation provided to GROUP HEALTH by EMPLOYER until GROUP' HEALTH receives documentation of any change to such informatiori, and EMPLOYER shall be responsible for payment -of services provided by GROUP HEALTH to any person identified by EMPLOYER or its agents as a Participant 4 ill a is • r ! • 1 R • a• ..# • 3 a_ t' - # #•« +. « • • • • �a a •' F. ••e• • •3 - • :1• _ • • r. t • u t - a - t ar. 1• r. • • � . # • ec F • • s 1 • . :- «�.. • Ag d Omnibus (1) EMPLOYER,and not GROUP HEALTH, is ft "Plan Administrator." (2) EMPLOYER, and not GROUP HEALTH, is the "flan Sponsor." (3) GROUP HEALTH shall not be a Named Fiduciary or fiduciary of the Plan. • f. # •«.:..,. • to :.f-' # '.i 1 �t # �..• tai I y'4 @ ..«� «. # i # =. t :r •, =. «I :.# # • � a .� F •.e • i' R «= _ 1 # • it - 0+1 e e •_ • • •« w u _3• «• �.#- A149 • • sY it '! 1. EWLOYER shall provide GROUP HEALTH with ' of ,all amendments to or dents of the Plan benefits hart, and all summaries of material modifications sent to Participants, to the extent any of which pertain to GROUP HEALTH and the services provided under this Agreement 9. Term and Termination of 6greeret. In the event of termination of this Agreement, GROUP HEALTH will continue -to bill EMPLOYER for all health -care and administrative services provided prior th the terminatim A. Term of Agreement This Agreement shall become effective January 1, 2014 and shall continue thereafter until terminated in accordance with subsection 9.(B), below. B. Earl Termination. This Agreement may be terminated as follows: (1) Breach. Either party may terminate this Agreement in the event of a substantial breach of the Agreement by the other party, but only if the breach is not cured within twenty (20) days after the A mil • • « • ! e • • Y _:« •� Y• 1 • •Y ae •a. a _t'.• • (5) Imo. ,Either �mulv=11, manes a-genem, assignment Tor uie carom of creditors, tiles a voluntary petition of bankruptcy, suffers or permits the appointrrtenf of a -or assets, or becomes subject to; any pr+oceWIng under any, bankruptcy or ip%ftency law, and such event is not c tired or- ixoceedirig dWrrissed within sixty`(b{i) clays of the'.occ%rrrence o(the event. (6) F , , Mg eure• S oA Termhaat on. lf'tass dso 'is Caused by, or,!( either early is unable, to perforn any of its obligations under the Agreement, or to enjoy any of its benefits y.. bec ss of, natural disastsr, ac# r or t ^ee of gavernmen bogies yr coo uriie vin failure notethe fault of the alectad party, the loss b failure f shall not be deemed a breach of ;M Agreerrrent The party who has been so affected sha�'iitnediat give �notics to` ttte other party and` shall do everything reasonably possible to resume p+erfianrurnce Upton receipt of such mice, alls obligations under` `this Agreement Mali be immediately tW d. If the'period of nonperformance exceeds thirty (30) days from the receipt of notice, the party whose perbmance has not been affected may, as its- sole remedy, may terminate this Agreement by written notice to the other party effective' imniediately, In the ever,: of such termination, EMPLOYER shad rein tiable� to GRt3UP HEALT14 foi- payment of afi.amounts doe, and for payment for heath care services provided to Participants up to the date of termination. C. Effect of Termination. EMPLOYER shall remain liable for payment of all amounts billed by GR04JP HEALTH " for administrative services and heath cue 'clans pursuant to- this Agreement EMPLOYER'S liabilities under °this Agreement shalt extend 6-a#' administrative . services and amounts billed by GROUP HEALTH, and relating to claims for covered health care services that are received. by Participants during the °temf'of this Agreement (e.g. run I -M claims). GROUP HEALTH shall at all times retain the exclusive right to process claims and seek payment from Employer for health care servers provided to Participants pursuant to and during the term of this Agreement, but under no circumstances is GROUP HEALTH required to accept and process claims that are received more than LtWdVe (12) months after termination of this Agreement GROUP HEALTH reserves the right to pursue all remedies allowable under federal and state Yaw for the collection of filed amounts, claims, losses or other damages. n 10. Payment of Taxes. GROUP HEALTH shall include in its fees and charges any applicable taxes. EMPLOYER shall be solely responsible for any and all taxes and/or fees that may be assessed with respect to the Plan by any local, state, or federal governmental entity or agency. ki '. t' • ' tr.. i e' E• • • •• . - 6 i ti •:., i�r -f• yj' � a¢a s «.. e a •. .a ":. ems: oa • • e a • t O • a .. • • .".i E . i t a� a- t ".a, - - s �- • ! r ♦ e s.: • - I :-Mlf • :-. s - •r ae - • • Eu fa • IndernflLfic GROUP HEALTH> GROUP HEALTH shall defend, indemnify and had harmless EMPLOYER from any lass, claim or damage to persons or property that arises out of GROUP HEALTH's, negligent or malfeasant actor omission while in the course of providing service under this Agreement EMPLOYER shall promptly notify GROUP HEALTH if EMPLOYER teams of the existence of any loss, claim or damage to persons or property arising from GROUP HEALTH's performance of the services. EMPLOYER tray, at its own expense and without waiving rights under this section, designate legal counsel to monitor any action or claim. GROUP HEALTH shall not settle any legal action or claim without the prior written consent t of EMPLOYER if the action or corn cowl result in EMPLOYER being liable, Including (for example only) any liability for contribution to or Indemnification of EMPLOYER or other third parties either directly or indirectly. a IF 7i;;'*7n • �. A Ass anmerrt Neither party shall assign this Agreement, in whole or in part, or any of its duties or responsibilities undue this Agreement, without the prior written approval of the other party, provided that GROUP HEALTH may by contract delegate the arrangements for delivery of health care services to other entities or individuals without the prior approval of EMPLOYER. B. Amendment This Agreement may be amended only by a written instrument executed by the Parties. Any amendment shall include an effective date. C. Execution of Counterparts. This Agreement and any amendments to this Agreement may be executed in counterparts and execution of a counterpart is sufficient to bind the signing Party to this Agreement or any amendment D. Complete reement This Agreement, along with the following Exhibits, constitutes the entire agreement and understanding of the parrs related to GROUP HEALTH's performance of administrative services and arrangement for the delivery of health care services to the Plan. The following Exhibits are attached to and, by this reference, are incorporated into this Agreement: 7 MMMIMI •c • „�,jt1 a t.: • �s era E - i r •- i:s -1• • `!I •:° t a �,- - a , r- �- • - • •. _�• = r, la r • a a • �... a - • v to : _,: .r rw• arrr• the -date that EMPLOYERrrec res written nod6e of GROUP` HEALTFfs need�ta adj thel GROUP HEALTH1 may terminate- tne Agr e t by` rirrlg wdites>>nofte or termination at leaetth (30) days prior to the effectiv&date of termination: G. Governing Law OWL 1/enue. Except to =#he extent pne&T$jted by apPr federal taw, this Agreement shall L be.ConstrUed under the laws of the State of Washington, and any pute,arising under this Agreement Shan_ be determined under the Iaws offt State of Washington. Vanu+e %r any aeon between GROUP HEALTH and EMPLOYER arises from this Agreement shall le In the Superior Court for IGng County, Washington, residing in Seattle, Washington. By signing this Agreement each of the below individ to execube this Agreement and bind the,resp cdive P GROUP HEALTH COOPERATIVE ay: i Printed Name:'t Title: !� Date jell _ 3 and` Warrants his or her authority CITY OF FEDERAL WAY By Printed Name: _ kin Fries Title: Mayor Date: 12104/2013, W 4; 14,1111 Administrative Fee Schedule Plan Name: City of Federal Way Group #: 5929700, 5929799, 1472000 Effective: 1/1/2014 For services provided by GROUP HEALTH pursuant to the Administrative Services Agreement ( "Agreement"), the EMPLOYER will pay GROUP HEALTH the following Administrative Fees: Core Services included In the Base Rate Price Claims Administration Included Subrogation Included Coordination of Benefits Included Customer Service Included Eligibilitv Maintenance Included Appeals First level Included Summary Plan Description — Medical Benefit Only draft document and provided electronic Included HIPAA Certificate of creditable Coverage Included ID Card reduction and mailing) Included Stop loss Carrier Integration Included Network Access Included Group Health Physician and Contracted Network Included Care Management Included 24/7 Consulting Nurse Service Included Complex Case Management Included Transition Management Included Utilization Review Included Wellness Included Wellness Consulting Included Health Profile Included Tobacco Cessation Included GlobalFit Gym Discounts Included Travel Advisory Service Included Complementary Choices Included M Grou Health for members hc.or Included Mobile iPhone and Android Included Reporting and Finance Included Standard Monthly Reporting Package Included Provide required data to support Schedule C Included Base RaWIP-M $15.00 Additional Services Pricing Implementation Fee $3,500 waived Claim. Fiduciary $1 PEPM Open Enrollment Packets (Development and Production $2.32 / Packet Custom ID Card Reg uires a statement of work for pricing Extended Network Access Fee (s) First Choice Health Network local wrap network $1.95 PEPM National Wrap Network 15% of savings — domiciled members (Billed Amount — Allowed Amount = Savings) $5.50 m m — "non domiciled members Claim Negotiation Services 15% of savings achieved Billed Amount — Allowed Amount =Sevin s Health Reimbursement Account Administration Not Selected Health Savings Account Administration Not Selected Independent Review Or anization; 2 level appeal) Cost + 15% Enhanced Wellness Vera Whole Health Red Brick Weilness Challenges and Incentive Tracking $ Work Site Biometric'Screening and Flu Shot Events Flu Shots $28 / each Non-fasting Fin er Stick Screening $39 / each Fasting Finger Stick Screening $41 /each Custom Report Requests $200 / hour State Provider Surcharge & Reporting Note: Any required reporting of such surcharges is included in the admin fee. EMPLOYER is responsible for any actual taxes due. "GHC: Member who lives outside of WA or ID *GHO: Member who lives outside of WA, OR, ID, AK, MT 1. GROUP HEALTH will submit a billing statement to the EMPLOYER by the twenty -fifth (2e) day of each month. The monthly administrative fees and charges are due and payable no later than the first (1 ") day of the month to which the administrative fees _and charges apply.­ Rakments not received when due will be subject to a fee of 12% per annum (0.03 per day). 2. The EMPLOYER will reimburse GROUP HEALTH for programming required as a result of changes in the Plan, as mutually agreed upon prior to GROUP HEALTH incurring expenses. 3. In the event of termination of this Agreement, GROUP HEALTH will perform administrative services on claims incurred prior to, but paid after, the date of termination (run -out service) for no more than a iviielvc (12) iiiviiu[ pi;ii0u after tCrnlinaUVfl. FeES fc5i adriiinistraiion of run -gilt services will be equal to three (3) full months of administration fees, based on an average of the enrollment during the final year of service. Additionally, the EMPLOYER will be liable to GROUP HEALTH for fees, which are due and unpaid as of the date of termination. 4. GROUP HEALTH reserves the right to change administrative fees if enrolled population varies by more than 10% from initial or renewal proposal. Acknowledged and Agreed Upon by EMPLOYER: si lure � s � Printed Name He j aylo eat Title c) u 1 12o1 { � Date EXHIBIT B ADMINISTRATIVE REPORTS The following reports are provided as part of the standard reporting package. Reports are provided on a monthly basis except where noted. Dashboard A visual summary of your group's status for multiple indicators with reference to supporting detailed reports that will provide more information. Aggregate Stop Loss Summary Your group's aggregate claims expense as compared to your reinsurance aggregate deductible. Tracking currently plan year -to -date. Financial Summary Employer group participants, administrative fees, and plan paid amounts how by in- and out -of- network claim status, show as a total and PMPM, for the current and prior plan year. Medical and Pharmacy Claims Paid Total paid expense for medical and pharmacy by network for the current and prior plan year -to -date. Expense and Utilization Total paid expense and utilization metrics by category of service plan year -to -date compared to prior plan year and book of business. Claims Continuance Summary Cumulative enrollee plan paid amount plan year -to -date categorized into dollar ranges. High Dollar Claimant Summary Listing of de- identified individual participants with cumulative plan paid amounts exceeding $50,000 for the current plan year -to -date. Claims Savings Billed, Allowed, and Plan Paid amounts by high -level service category, showing savings and participant coast shares, for the current and prior plan year -to -date. COB Savings Employer's total savings through coordination of benefits for the current plan -to -date. Top Providers Plan Year -to -Date The 20 providers with the highest plan paid amounts for the plan year. Claims Lag Total plan paid expenses shown by paid month and incurred month. Major Diagnostic Category Summary Total paid amount for each Major diagnostic Category on a plan year -to -date basis Claims Participant Status Summary Total plan paid amount by participant relationship (employee, spouse, dependent) and status (active, cobra) for current month and plan year -to -date. Claims Demographics Summary Total plan paid amount by age and gender category for the prior and current plan years -to -date. Top Drugs by Total Paid Expense and Volume Dispensed Employer's 20 prescription drugs with the highest plan paid amount or number of 30 -day fills for the current plan year -to -date. Drugs by Therapeutic Class Employer's total plan paid amount and utilization metrics for prescription drugs by drug therapeutic class for current plan year -to -date. Mal Health Information Disclosure Agreement GroupHealth Group Hegith Cooperative, a Washington corporation, and Group Health Options, Inc., a Washington corporation ( "Group Health "). Sponsor'), and Plan Sponsor's benefit plan offering health care coverage ( "Benefit Plan'), enter irdo this Health Information Disclosure Agreement ( "Agreement') to facilitate the lawful and necessary disclosure of health information in the course of administering Benefit Plan. Acknowledging Benefit Plan's status as a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations at 45 C.F.R. 4 160.103, Plan Sponsor and Benefit Plan represent and warrant that any Benefit Plan instruction to Group Health for disclosure of Benefit Plan— related health information shall constitute a lawful instruction and disclosure under all applicable federal and state laws and regulations pertaining to the privacy of health information. including but not limited to HIPAA and RCW 70.02, 70.24, 71.05, and 71.34. Plan Sponsor and Benefit Plan further represent and warrant that any instruction to Group Health to disclose Benefit Plan— related health information shall be the minimum necessary for Benefit Plan to conduct payment or permissible health care operations activities pursuant to 45 C.F.R. 164.501. Plan Sponsor and Benefit Plan agree that all Benefit Plan— related health information disclosed by Group Health to Benefit Plan or to any Benefit Plan representatives shall be kept confidential and used for the sole purpose of conducting payment or permissible health care operations activities. Plan Sponsor and Benefit Plan further agree and warrant that all necessary business associate agreements between Benefit Plan and any third -party representatives of Benefit Plan shall be effective prior to Group Health receiving instruction to disclose Benefit Plan — related health information to such third - parties. Benefit Plan is responsible for notifying Group Health of any change in the third -party representatives to whom Benefit Plan has granted authority to request and receive Benefit Plan— related health information. In the event of such change, the parties shall either amend this Agreement or execute a new agreement. Benefit Plan authorizes the below named individuals to request and receive Benefit Plan— related health information on behalf of Benefit Plan: DOS �s Print nathe Company L.c�e Print nam Company Print name Skn So Print name ± 0P ie tra 1rY Ui 0 ` f tjec& I wAAA Comporhy ! Plan adthinistrutor J Plan Sponsor and Benefit Pion agree to indemnify, defend, and hold harmless Group Health and its employees, directors, officers, subcontractors, and agents against all claims, damages, or liabilities arising from or in connection with 1) Group Health's performance of its obligations under this Agreement, and 2) the negligent performance or breach of Plan Sponsor's or Benefit Plan's obligations or warranties, or_ the inaccuracies of Plan Sponsor's or Benefit Plan's representations, under this Agreement. 0 This Agreement supersedes any and all prior disclosure agreements or agreements of a similar nature between the parties. Any conflict or ambiguity between the terms of this Agreement, the terms of any Group Medical Coverage Agreement, or the terms of any Administrative Service Agreement between the parties shall be resolved in favor of this Agreement. This Agreement shall be effective when fully executed by the below authorized party representatives and shall terminate only upon subsequent written agreement by all parties. Printed name Group Health Options, Inc. Signature Scott Armstro Printed Name Date: 1 Date: Title: President & CEO, Office of the President and CEO Authorized signature on behalf of Plan Administrator Date: Printed name Group Health Cooperative Signature Robert O'Brien Jr. Printed Name Title: Executive Vice President, Health Plan Division Q 2013 Group Health Cooperative or Group Health Options, Inc. 927GG- 2013 -02 Emmu BUSINESS ASSOCIATE AGREEMENT BETWEEN GROUP HEALTH COOPERATIVE AND CITY OF FEDERAL WAY EMPLOYEE BENEFIT PLAN This Business Associate Agreement is made as of January 1, 2014 by and between Group Health Cooperative { "Croup Health" or "Business Associate) and the City of Federal Way employee benefit plan {"Plan"}. This Agreement replaces any previous Business Associate Agreement (including any exhibit or addendum to an underlying contract) executed by Group Health and Plan. A. City of Federal Way is a Washington corporation that offers to its employees a. self - funded health benefit plan. .t I i all ak 11 t:" 1 E • 1 C. The provision of the above functions, activities, or services by Business Associate may involve the use and disclosure of Protected Health Information that is created or received by Business Associate on behalf of Plan. The parties to this Agreement. are committed to complying with the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, the Improved Privacy Provisions: and Security Provisions of the Health Information _Technology for Economic and Clinical Health Act of 2009, and their implementing regulations, and other Federal and Washington State health information laws and regulations that apply to the provision of the Services, in effect as of the effective date of this Agreement and that may become effective during the term of this Agreeement. This Agreement sets forth the terms and conditions pursuant to which Protected Health Information will be treated during the term ofthis Agreement and after its termination. Agreement In consideration of Plan's authorization of Business Associate to obtain, use, create, or disclose Protected Health Information for or on behalf of Plan so that Business Associate may provide the functions, activities, or services described above on behalf of Plan, as set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. .Capitalized terms used in this Agreement that are not defined above, in the text in which they appear, or in this Section 1, shall have the meanings set forth in HIPAA and the HITECH Act (defined below), as each is amended from time to time. 1.1 Business Associate. "Business Associate" shall mean Group Health Cooperative 1.2 Covered Electronic T raosactidn "Covered Electronic Transaction" has the same meaning. as the teem "transaction" in 45 C.F.R. § 160.103 regarding information that is received by Business Associate from Plan, or received or transmitted by Business Associate on behalf of Plan. 1.3 Covered Enb - "Covered Entity" shall mean Plan. 1.4 Designated Record set. "Designated Record Set" shall.have the same meaning as the term "designated record set" n 45 C:t R. § 164.501. 1.5 Electronic Protected Health'Inforumation. "Electronic Protected Health Information" (`,`Electronic PHI"). has the same meaning osthe term "elec ronic:gr+ote tea health information" in 45 C.FJ;L § 160.103 regarding'information that is, received by Business Associate from Plan, or created, received, or transmitted by Business Associate on behalf of Plan. 1.6 HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, including the federal regulations issued pursuant to that`acfi 1.7 FMCH Act "HrMCH Aer' means Subtitle D of the Health Information Technology for Economic and Clinical Health,Act of 2009, Pub. I. wNo.111 -5 References itrthis Agreement'to a section or subsection oftidt 42 `ofth+e United States- Code are references to provisions of the HiTECH Act, and any reference toprovisions of the HITECH .Act.in this Agreement shall' be deemed a recce m "that provision and "'its existing and future implementing regulations, when and as 'each is effective. 1.8 Individual. `Individual" has the same meaning as the term "individual" in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g). 1.9 Priv Rule. "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information codified at 45 C.F.R. Part 160 and Part 164, subparts Aand E.. 1.10 Protected Health Information. "Protected Health Information" ( "PHI ") has the same meaning as the term "protected health information" in 45 C.F.R. § 160.103 regarding information that is received by Business Associate from Plan, or created or received by Business Associate on behalf of Plan. 1.11 Required By Law_ "Required By Law" has the same meaning as the term "required by law" in 45 C.E.R § 164.103. 2 1.12 Secretary.. "Secretary" meatus the Secretary of the Department of Health and Human Services or his/her designee. 1.13 SecuritYIrc'dent. "Security Incident" has the same meaning as the term "security incident" in 45 C.F.R. § 164.304. 1.14 Security Rule. "Security Rule" means the Health insurance Reform: Security 'Standards; Final Rule as codified at 45 C.F.R. Part 160, Part 162, and Part 164, subpart.C. 1.15 Standards for Electronic Transactions Rule. "Standards for Electronic Transactions Rule" means the final regulations issued by the United States, Department of Health: and Human Services, concerning standard transactions and codes sets under the Administration Simplification provisions of HIPAA, 45 C.F.R. Part 160 and Part, 162- 2. Obligations and Activities of Business Associate. 2.1 Permitted Uses and Disclosures by -Busi (a) Business Associate may use and disclose PHI to the extent that the particular use or disclosure would not violate the Privacy Rule or Security Rule if done by the Covered Entity. (b) Except as.othierwise limited by this Agreement, Business Associate may use or disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Except where disclosure is Required by Law, :Business Associate shall obtain reasonable assurances from, any person or entity to whom it discloses PHI that =.the PHI will be held confidentially and used or further disclosed only as Required By Law or for the purpose for which it was disclosed, and shall ensure that such person or entity notifies Business Associate of any instances of which the person or entity is aware in which the confidentiality of the PHI has been Breached. (c) In the event the Services include Data Aggregation, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CX.RR § 164.504(eX2Xi)(B), except as otherwise limited in this Agreement. (d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § 164.502OX1). (e) To the extent Business Associate is to carry out one or more of Covered Entity's obligations under the Privacy Rule, Business Associate 3 shall comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such? obligations 2.2 Impermissible Use or Disclosure of PHI. Business Associate shall not use or fiuther disclose PHI other than as permitted by this Agreement or as Required By Law, and subject.to any further limitations or restrictions imposed by Covered Entity.pursuant to Section 3 below. 2.3 Use of ApproPnate Safeguards. ;Business Associate shall use appropriate safeguards to prevent an impermissible use or disclosure of PHI. Without limitation of the foregoing, Business Associate shall: (i) implement adhiinistrative, physical, and teehnical sa&guards (fil ing'V;fiben poii and ;tbafreasiiiiaLly and it creates; receives; °maintains, ortian it is on behalf of the Covered Entity, as*dited by the Security Rule; and (ii) comply with the Security Rule with respect to electronic PHI_ q _ - 2.4 Mitigation, Business Associate shall mitigate; to4he extent, practicable, any harmful effect that is known to Business Associate of an impermissible use or disclosure -of PHI by Business Associate or, by any other person; or entity to Which PHI has beer, disclosed. 2.5 Regr�rting Im 'bie Use ltrs ents- Breaches, (a) Business Associate shall repoirt to Covered Entity any use or disclosure of PHI not specifically permitted by this Agreement, ,any Security -Incidents involving Electronic PIII_and'onyBreaches of Ilhsecured PHi, as °required in 45 C.FR.§ 164.414, and without unreasonable delay. (b) The parties acknowledge 'that probes and reconnaissance scans are commonplace in the industry and, ' as such, the -parties acknowledge and agree that, to the extent' such probes and reconnaissance scans constitute -Security Incidents, this Section 2.5 constitutes notice by Business Associate to the Covered Entity of the ongoing existence and occurrence of such Security Incidents for'which'no additional notice to the Covered Entity shall be required. -Probes and reconnaissance scans include, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, and unsuccessful log -on attempts, as long as such Probes-and reconnaissance scans do not result in unauthorized access, use or disclosure of Protected Health Information. (c)•Reports °required under-this-Section 2.5- shal3 be made to the Employee Benefit plan by contacting; ciriser%cbta. ti . , m e 26 Agents and Subcontractors. With respect to agents and subcontractors to whom Business Associate provides PHI, Business Associate shall: (a) ensure that any agent or subcontractor to whom it provides PHI agrees in writing to the same restrictions and conditions that apply to Business Associate under this Agreement, including without limitation, compliance with applicable Security Rule requirements, and (b) comply with 45 C.F.R. §§ 154.504(e)(5) and 164.314(a)(2)(ii). 9 2.8 Designated Record Set. If Business Associate maintains PHI in a Designated Record Set, Business Associate shall provide access to such PHI at the request of Covered Entity or an Individual in accordance with 45 C.F.R. § 164.524. In addition, Business Associate shall make any Amendment(s) to such PHI as may be requested by an Individual in accordance with 45 C.R. § 164.526. Such access and any amendments shall be provided.:and performed in a reasonable time and manner, such that Covered Entity may comply with the requirements of 45 CFR § 164.524 and § 164.526. 2.8 Access to Records -by by S§g—et= , Business Associate shail.make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary, in a reasonable time and manner, for purposes of the Secretary determining, Covered Entity's compliance with the Privacy Rule, pursuant to the requirements of 45 C.F.R. § 164.504(eX2). 2.9 AccQtlnting of Dlsclo u . Business Associate shall maintain a record of any disclosures by Business Associate of PHI that must be included in an accounting of disclosures pursuant to 45 C.F.R § 164.528(a) and 42 U.S.C. § 17935(c). Business Associate shall make this record available to Covered Entity or an individual, in a reasonable time and manner upon request by Covered Entity or an Individual, such that Covered Entity may comply with its obligations under 45 C..R. § 164.528: and 42 U.S.C.. § 17935 (c). Such a record shall include any impermissible disclosures and Breaches addressed by Paragraphs 2.5 above and shall include information sufficient for Covered Entity to comply with the requirements of 45 C.F.R. § 164.528 and 42 U.S.C. § 17935(c). 2.10 Minimum Necessary. Business Associate shall request, use and/or disclose only the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure, consistent ,with Covered Entity's minimum necessary policies and procedures; provided that Business Associate. shall comply with 42 U.S.C. § 17935(b). 2.11 Remuneration. Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI in compliance with 42 U.S.C. § 17935(d) and 45 C.F.R. § 164.508(a)(4). 2.12 Communications about Products or Services. Business Associate shall not make or cause to be made any communications about a product or service that is prohibited by 42 U.S.C. § 17936(a) and 45 C.F.R. § 164.508(a)(3). 2.13 Covered Electronic Transaction. In the event that Business Associate transmits or receives any Covered Electronic Transaction, Business Associate shall, pursuant to 45 CFR § 162.923, comply with all applicable provisions of the Standards for Electronic Transactions Rule. In addition, Business Associate shall ensure that any agents or subcontractors that assist Business Associate in conducting Covered Electronic Transactions agree in writing to comply with the Standards for Electronic Transactions Rule. 5 3. iibtizations of Covered Ent 3.1 Requests by Covered Bntity. Covered Entity will not request Business Associate to use or disclose PHI in any manner that would not be permissible, under the Privacy Rule, the Security Rule or theJHTECH Act, if done by Covered Entity. 3.2 Provision of PHI. Covered Entity will provide Business Associate with only that PHI" which„ is minimally necessaryfor Business.Assacciate to perform the Services. 3.3 Notice of Privacy practices. Covered,-Entity shall notify Business Associate in writing of any limitation(s) in its notice of private practices of Covered Entity in accordance- with 45' C.F.R 154.520, if Covered Entity reasonably believes that` such limitations affect` Business Associate's pennittede vrrequired uses and disclosures of PFU under this Agreement. 3 °A Autbod-zation . Unless specified otherwise in an Underlying Agreement Covered Entity shalIobtain from thelndividual(s) any consent orauthorization that maybe required by federal; state, or local lAaws -or regulations prior to fiumisldng PHI toBusiness Associate. Covered,Entity- shall notify Business - Associate in° writing of any material changes in or revocation of such consent or authorization, if Covered Entity reasonably believes that such - changes affect Business Associate's permitted or required uses and disclosures of PHI under this Agreement. 3.5 Restriction of Ilse car Disclosure. Covered Entity shall natty Business Associate of any restriction to the use' or disclosure of PHI to which Covered Entity has agreed pursuant to 45 CFR § 164.522, if Covered Entity reasonably believes that-suci restriction affects Business Associate's permitted or required-uses or disclosures�ofPHI under this Agreement. 4. Term and Termination. 4.1 Term. The Term of this Agreement shall begin on the Effective Date and shall terminate when all PHI is destroyed or returned to Covered Entity. Business Associate =must return or destroy all PHI upon.thirty, (30) days written notice from Covered Entity. If it is infeasible to return or destroy PHI; Business Associate-shall . extend protections to the PHI in accordance with the termination provisions -in this Section 4. 4.2 Termination for Cause. If either party knows of a pattern of activity or practice of other party that constitutes a material breach or violation of this Agreement, then, the aeon- breachng party shall provide written notice of the breach or violation to the other party that specifies the nature of the breach or violation. The breaching party must cure the breach or end the violation on or before thirty (30) days after receipt of the written notice. In the absence of a cure reasonably satisfactory to the CO non - breaching party, the non - breaching party may, . if feasible, terminate this Agreement and any underlying administrative services or related agreement(s) between the parties. Notwithstanding the foregoing, Covered Entity reserves the right to immediately terminate this Agreement and any underlying administrative services or related agreement(s), if Covered Entity reasonably concludes that the scope or nature of the material breach is such that the breach constitutes a gross breach of the terms. of this Agreement,, if termination of this Agreement is not feasible, the non- breaching party may report the violation to the Secretary. 4.3 Effect of Termination. (a) Except :as provided. in-paragraph (b) of this section, upon. tern�in iti4n ofttus Agreement for any reason, Business Associate shall ,return or destroy all PHI in its possession and mihe possession of all subcontractors; or agents of Business Associate. Busium Associate (including subcontractors or agents) shall retain no copies of the PHI other than as described in Paragraph 43(b) below. If Covered Entity terminates this Agreement, Business Associate shall have no continuing obligation arising out of underlying administrative services or related agreement(s) between the parties. (b) In the event that Business Associate reasonably determines that returning,or destroying the PHI, is infeasible, Business Associate shall provide Covered Entity with notification of the conditions; that -make return or destruction infeasible. Upon Covered Entity's receipt and acknowledgement of such notification, Business Associate shall extend the protections of this Agreement to such PHI. and limit finther uses and disclosures of such PHI to those purposes -that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. The parties acknowledge and agree that it is infeasible for Business Associate to return or destroy PHI when such PHI is incorporated into Business Associate's business records and retention of such records is required by Business Associate's, documented record retention policies. Additional written justification and verification of infeasibility; is not required with regard to such retention of PHI. Business Associate shall extend the protections of this Agreement to any PHI so retained, and limit further use and disclosure of such. PHI to uses and disclosures permitted or required by HiPAA and the HITECH Act. 5. Indemn'if'ication, Parties hereby agree to defend, indemnify, and hold the other party harmless against all expenses, losses, claims, damages, liabilities, reasonable attorneys' fees and costs of suit in connection with any claim, action, suit, proceeding, settlement or compromise thereof, arising out of a party's breach of this Business Associate Agreement, including any breach by an employee, agent, subcontractor or other person to whom the party has disclosed PHI. 6. Assistance m Litigation or Adn" nistrative proceed in In the event of litigation or administrative proceedings commenced against Covered Entity alleging a breach of this Agreement or a violation of HIFAA or the HIT'ECH Act that is related to` this .Agreement, Business Associate shall make itself (including employees) available to Covered Entity, at reasonable cost, to Covered Entity, to testify or otherwise °participate' in such p S. except where Business Asst c�' or its agent or subcontractor is a named adverse party. Ifrequested by Govered'Et tity, Business Associate shall reasonably cooperate in securing the assistance ;of any agent or subcontractor of the Business Associate in regards to participaticm ui Mo`Iitigation or administrative proceedings. If the parties cannot agree to a specific amount that rcprescuU the "reasonablecosf' associatbd'Vith ess Associate's POO * *of the Business Associate shall nonetheless nsake itself availableras tetgtk g al,all lment; `"reesowble cost" shall be 'd and judgment on the award rendered by having jurisdiction thereof.' 7 MismIlancous ermined by arbitra nce with its Comn becomes effective: Without limitation of the foregoing, ifrequested try either Park T; the parties shall, cooperate in formally amending this Agreement to comply, with a#y hew or revised s±tate� federal law. Except as stated herein, this Agreement may only'be modified in waiting signed by both parties. No covenant, term; or condition of this Agreement may be waived except by written consent of the Party against whom the waiver is claimed. 7.3 Survival The respective rights and obligations of Business Associate under Paragraphs 4.3, 6, and 7 of this Agreement shall survive the termination of this Agreement 7.4 Notices Except as otherwise specified herein, all notices provided under this Agreement shall be in writing and will be delivered personally or sent by certified mail or a commercial service with coned delivery, addressed as follows: (a) To Business Associate at Group .Health Cooperative, Privacy Office, 320 Westlake Avenue' North Suite +100, Seattle, Wk 98109; or (b) To Covered Entity at the address specified above. Addresses may changed by notice given as required by this Section. �'j 7.5 interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy and Security Rules and the MTECH Act. If the terms of this Agreement conflict with the Privacy or Security Rules or the HITECH Act, the terms of the Privacy or Security Rules or the HITECH Act shall control. 7.6 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Covered Entity and Business Associate, and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. 7.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Washington. Any legal action or proceeding arising in connection with this Agreement shall be tried in the appropriate tribunal in the state of Washington. 7.8 Coumterpart . This Agreement may be executed in counterparts, each of which will constitute an original and all of which will be one and the same document. IN WITNESS WBEREEOF, the parties have executed this Agreement on the •[: t 1s nomi i : +t Group Health Cooperative LO (Print name) Title: /'-Csl &t T Date: City of Federal Way Employee Benefit Plan e Plan Administrator