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AG 14-109RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: 4I.im ofd. P-,e-,;ou vZeS ORIGINATING STAFF PERSON: �.9r, �C �L -�. �E j EXT: 993 rim 3. DATE REQ. BY: I 12 20 i 3 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 • GOODS AND SERVICE AGREEMENT • REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT x I OTHER C;aDUP flfe jl 5. PROJECT NAME: ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • RESOLUTION • INTERLOCAL 11 6. NAME OF CONTRACTOR: C"4 } 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: , 1 ,(} COMPLETION DATE: ni 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 I ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: Z f D I2P 1 3 DATE REC'D: O(P 13D12,6i 4 • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS • LAW DEPARTMENT • SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK - ❑ ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED AG# IL, DATE SENT: 11/9 i t-aa ADMINISTRATIVE SERVICES AGREEMENT This Agreement is between Group Health Options, Inc. ("GROUP HEALTH ") and City of Federal Way ( "EMPLOYER "). EMS irs� i. $ tom. - • •.•° �! i• ♦- • .t 1 .i r� • r. s _i• • • i A. EMPLOYER: is the Plan Sponsor cif the Plan. provide certain health care benefits to and Documents. B. EMPLOYER'S the Plan AdminWrator. C. GROUP HEALTH shall function as an administrative services contractor, perform administrative services only for the Plan. GROUP HEALTH is also registered as a health carrier pursuant to Chapter 48 RCW and, as part` of its other business mss, engages in` the business of a: health cameras described by'Vliarsttingtoh state faun. GROUP HEALTH HOES 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 \AnTH THE PAYMENT OF BENEFITS PROVIDED UNDER THE PLAN. THIS AGREEMENT IS NOT SUBJECT TO THE PROVISIONS OF THE WASHINGTON STATE INSURANCE CODE, TITLE 4&RCW_ 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 am arrange for the delivery of health care. services on behalf of the Plan and in c onsOeration 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 health care services performed and arranged pursuant to this Agreement GROUP HEALTH shall not for any purpose be deemed an employee of EMPLOYER. GROUP HEALTH and _ «ai 4. O' 1 ti • O d F • i 0 t' O • 6 - B +a• «� - • • ao t . • F: • ' e 0 t d!: a ®AF ° d - +. • ! � rS M 1 -; - - � - ''' a O' t � • ae. d' V III r ems. >, d ' !�!� • +^ • • � - � $Nr L • . •' f • 11 l• • 'if 1 _ -e « . t �.,, d t a ,. i » h .:- «: - i i ` $if+capi0 da d_( bmiation Agreement by s and EMP11.4 person Iden', ibil fP YE shah fiave sole' "resports;t 'iry. ice- tletr:Rninirg,eigib ilrty to Plan, sirail to GROUP HEALTH the et lbT r of Par ants on no less titan a t t +GR31JP HEALTH o»trmsjna#ei;bjGRAtPHEALTFl.all ry for.aGRfJUP fHEALTH to perEorris :adrninlstratiVe services tamer this OUP';HEALTH shall be entitled to rely on tit'formation provided to GROUP HEALTH until GROUP HEALTH receives documentation of ,any -c hange:,io- is information, s }lstte rf p b %x paYmer►t oI serVidDs vide by GROUP HEALTH to any by EMPLOYER or its agents as a Participant: 4 E. Distribution of Plater Materials. EMPLOYER shall distribute, or, upon agreement ofthe parties, make arrangements for GROUP HEALTH to distribute to all eligible Participants all necessary materials and documents, including but not limited to benefits handbooks and other in%miation, material modifications to the Plan, identification cards, enrollment applications and other forms necessary for GROUP HEALTH's performance of services under this Agreement F. Additional lntmmation. Upon the. reasonable request of GROUP HEALTH, EMPLOYER shag provide.GROUP HEALTH with any additional information necessary for GROUP HEALTH to perform its administrative services or make arrangements for the delivery of health care services under this Agreement G. PIan's C�nce With Laws and Reaulatims. EMPLOYER shall, have SOW. responsibility for and all bitsure the;Plan's continuing c orhpiiance with staW federal, and W lam and. =regulations, as they may exist at., tie execution of this.Agremwd,and'ttmrreaiter dwing�the term of this Agreement Including,: with out .liinitaticus, the Internal Revenue Cade, and the Consoraated Omnibus Reconciliation ` Act.("C 131, "). (1) EMPLOYER, and not GROUP HEALTH, is the "Plan Administrator." (2) EMPLOYER, and not GROUP HEALTH, is the "Plan Sponsor." (3) GROUP HEALTH shall not be a Named Fiduciary or fiduciary of the Plan. (4) EMPLOYER shat not;name:or represent that GROUP HEALTH is:the.Plan Administrator or Plan Sponsor, of the Plan;.. EMPLOYER shall not name or represent that GROUP HEALTH is a Named Fiiduc :nary or fiduciary of the Plan. (5) For purposes, of state,1ederal, and local laws, and regulations .that place responsibilities directly on a "Plan Administrator," EMPLOYER or its designee remains the Pint Administrator and retains all fiduciary responsbiiities:and liability_ H: Notice .Required:By COBRA EMPLOYER shall have -sole responsbiltty:bo notify Participants of any continuation coverage . rights both initially and upon the occurrence of any qualifying event; as required by COBRA, as well as =.the. responsibility for the calculation and collection W any premiums paid for such :coriiinuation coverage: EMPLOYER shah promptly notify, GROUP HEALTH when an individual both becomes and is no longer eligible for COBRA continuation coverage. 1. EMPLOYER shall :provide GROUP HEALTH with copies of alt,amendments tD or restatements of the Plan bermes handbook, and all summaries of mated mod'fica#ions. sent to Participants, to the extent any of which pertain to GROUP HEALTH and the services � under thisAgreement. 9. Term and Termination of Agreement In the event of termination of this Agreement, GROUP HEALTH will continue to bill EMPLOYER for all health care and administrative services provided prior to the termination. 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. Early Termination. This Agreement may be terminated as folbws: (1) Breach. Either party may terminate this Agreement in the event of a substantial Leach of the Agreement by the other party, but only if the breach is not cured within twenty (20) days after the 5 non - breaching party provides-the 'breaching POKY with written notice -of the substance of the (2) P6=Wj ali tip©n tvntte °notice to'EMFLC3a(ER, GRt t P'MEALTt�i `i r :sus health care claims payments if EMPLtJYEEt has defaulted-oh, the payrrterrt of any t s�or dharges.owed by EMPLOYER to GROUP HEALTH pursuant to this Agreement GROUP HEALTH may irrimedratety fierimin fie tins Agreement if''E=MPLOYER does, not curethe payrrient:defautt within 1"* of EAPLOYER•S'recieipfof written nofice- (3) Credit Worthiness. This Agreement, is contingent upon receipt and appmM' by ,GROUP HEALTH of evidence of :EMPLOYERMs credit worthiness which is sa#isfactory do GROUP HEAi'FH ,U wee t�fdit worthin tti3P H%� at any ttmeur%g1tt� . , t1Plrc �.;. creel R wiiness ski Ei°ft'Ntjr;a 66 ;SUP Hi= RI=TH, tax GROUP �117t# MR . b A Jr s M r' f it t- ': • - t t • t • M. !re•" • I- s st- t - a - - 0 D.0 : • 1 � •�( ➢C t : • I " 0 1 • M - 0 : O D-F• • - 4 wt 0 • ! •' • e< :. tJ 4•- 8 22. O.0 1 1=0' • • . 1 • O • : t: ( : ! •=•. 1 `• : -4-Z • R 0` w. • _i-`r: D.M. i i F 9 Y :9 0 0 0 d, -D:i - 6 5_.,+ !i„'i„ - t{ i i Q i i t L i ib - F" • 1: . • - to • _ • • t.. ♦ -• • _ tr • _. 1 ti ',• • c• o • M. • :° M. : •' sC i .. ,...^� - _(• • •D a c" a • -o �'r« • o a:.. a o-a a. MG; e - u a :w o - : s :.a:<rr '-n cm � i 4 1 FD r• t - • t • ¢ 0 -i.. t 3 - ,a s.� r, • 0 " " i C- " Y' -s:" s 1 D e - • t • J e _ • 6' O�LG.OI, i ,i • Aim • . ate' • : •: Y -i' t • .R ' f • • t F • k 0 EE M ! - • t: if- services and amounts billed by GROUP HEALTH, and reWVt to claims for covered health care soVicestthatamremigod by4Parddpants,ldudng thefterni vf i ag. run -out j. GROUP HEALTH shall; allMmes ¥retain =the 6xclusiveirght4 � �!§.tM�:se r- ,payrnent from Employer for health care services provided to Participants pursuant to and dung the term of this Agreement, but under no circumstances is GROUP HEALTH required to accept and process claims that are received more sthan twelve -(12) months after terminates °of this.Agreement GROUP HEAL TH •----.--es the right to pursue a16 reemedies albu;sIble under federal and stela law ffo; the collection of billed amounts, claims; k►sses or other damages. rl 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. 11. Ration and Coordination of Benefits (COB). GROUP HEALTH will . make reasonable efforts to identify subrogation claims and ordination of benefits opportunities, and will make reasonable efforts to recover subrogated amounts_.and to coordinate benefits through its nominal. administrative. procedures under the applicable-provisions of the Plan. GROUP HEALTH - willdisburse4ter each caten&r quarter all, subrogatod amounts recovered during the prior calendar quarter. EMPLOYER shall- have sole responsibility for legal action to recover subrogated amounts. •' •' ♦ 1 + t � � � :�: 6 ! � /ms's - Ne + • •- 9 . Y � f :a + ♦• i ! t+ 0 + +' N:1• • � r' + •6 1 t a✓ 1:. f :.N{ • + : •�t 13. Indemnification By GROUP HEALTH. GROUP HEALTH shall defend, indemnify and hold harmless. EMPLOYER from any loss, claim or damage to persons. or property that arises out of GROUP HEALTH'S. nPoigent or ma nt act�or�ornissl= whiIo inthe,awrse of proving services.undertt' Agreement. EMPLOYER ..shaft promptly, roti£jt.OROUR HEALTH if eVIKOYER rieams ofaft existence of any loss, claim or damage to persons or property arising from, GROUP HEALTH's performance of the services.. EMPLOYER may.. at its own. expense and without waiving. rights under. this section, designate legal counsel to monitor any action or claim. GROUP HEALTH shah not settle any legal action or claim without the prior =wr ften consent of EMPLOYER if the action or ciairrt,=uld result iwEMPLOYER being r'rable, including (for example only) any liability for contribution to or indemrirfxmfion of EMPLOYER or other third parties either `directly. or indirectly. 14. Miscellaneous Provisions: A Ass inment Neither party shall assign this Agreement, in whole or in part, or any of its duties or responsiko'*s under this Agreement, without the prior written approvat;of the oilier party, provided that GROUP `HEALTH may by contract delegate the arrangements for delivery of health cane services, to other entities or individuals without the prior approval of EMPLOYER - B. Arnendment This Agreement may be amended only by a written Instrument executed by the Parties. Any amendment shat! include an effective date. C. Execution of Counte 2gd§. 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 Agreement. This Agreement, along with the following Exhibits, constitutes the entire agreement and understanding of the parties 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 t:1 t e : • i.t -aM. Exhibit r rase Exhibit B Heakh Information Disclosure a- t e ° -+. a e• . • a - - E:3 EXHIBIT A 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 Eli ibili 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 (Production 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 Man2gement 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 A iPhone and Android Included Reporting and Finance included Standard Monthly Reporting Packa a Included Provide required data to support Schedule C included Base RajqJeM I75.00 Additional Services Pricing Implementation Fee $3,500 waived Claim Fiduciary $1 PEPM Open Enrollment Packets (Development and Production $2.32 / Packet Custom ID Card Requires a statement of work for pricing Extended Network Access Fees 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= Savings), Health Reimbursement Account Administration Not Selected Health Savings Account Administration Not Selected Independent Review Organization 2 level app eat Cost + 16% Enhanced. Wellness Vera _Whole-Health Red Brick $ Wellness Challenges and Incentive Tracking Work Site Biometric Screening and Flu Shot Events Flu Shots $28 teach Non-fasting Finger 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 flee. 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 (25"') 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., Payments -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 twelve (12) month period after termination. Fees for administration of run -out 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. 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. 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: ...... 0 z�v� Date N Health Information Disclosure Agreement GroupHealth Group Heg1th 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 ir4o 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. § 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 U.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: Print natAe Print nand' h.L Company Company Print name Print name :t +,A OF gdtra(rYGlc+1 L,.x� t- r tcA I WWA Comply 1 Plan ad inistrator .$ " Plan Sponsor and Benefit Plan 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. Date: 1 1 LA � # Printed name Group Health Options, Inc. A_d�z� Signature Scott Armstrong Date: Printed Name 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. Date: Printed Name Title: Executive Vice President, Health Plan Division O 2013 Group Health Cooperative or Group Health Options. Inc. 927GG- 2013 -02 [__� BUSINESS ASSOCIATE AGREEMENT BETWEEN GROUP HEALTH OPTIONS, INC. AND CITY OF FEDERAL WAY EMPLOYEE BENEFIT PLAN This Business Associate Agreement is made as of January 1, 2014 by and between. Group Health Options ("Group 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 Ptah. Recitals A. City of Federal. Way is a. Washington corporation that offers to its employees a self- funded health benefit plan. B. Business Associate is a Washington nonprofit corporation that provides administrative services to support employer-funded health benefit plans. 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 Agreemient are committed to complying with the Administrative -Simplification requirements of the Health Insurance Portability.-and Accountability Act of 1996, asxamended, the Improved Privacy Provisions andSecurity Provisions ofathe.Health Information Technology for Economic and Clinical Health Act of 2009, and their implementing regulations, an&othet:Federaland Washington State health information laws and regulations *& apply to the provision, of the Services, in effect as of the effective date of this Agreement and that'may become effeedve. during the term of this Agreement. This Agreement sets forth the terms and conditions pursuant to which Protected' Health Information will be treated during the term of this Agreement and afterits 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 Options 1.2 Covered .Electronic Transaction. "Covered Electronic Transaction- has the same meaning as the term "transaction" m 45 C:FRR. § 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 ntity:. " Covered Entity" - sM,tnean`Plan. 1.4 Desigoatetl -%wrd Set: rd Set" ahaU have the seine meaning as the tam "designated accord sct" in 45 C.F.R; §'15# 5Q2 1.5 Electronic Protected Health Information. "Electronic Protected Health Infozmatioe M1ectrom&j'HP') bas `€he- a m as the term "electronic protected health information" in 45. C.F R.. § 16o 1 o3 regarding informg&b #riot is redeived by Business Associate from Plan, or created, received, or transmitted by Bossiness Associate on behalf of Plan: L16 HIPAA. "HIP", means the Health Insurance Portability and Acwuntabiu Act-of ended, including thb eral-re 'ons-issued pursuant to that aci 17 ZIIT`,EM Act. "I3 Mf,,H Act" meaw$ubtitle ]PE-of - geahh.Information• Tee logy.for_ csl.I3eslthAct:of 2 Pub. 7A 1 %.1 i�14. are re#e ice to pra►v�sic s Qf he CH Act,. provisions afthe c €s eon t'e aye ,� __ "Individual" has -tote sa rke meaning :as the term, "individuate, 1.8 Indian' in 45 C.F.R. § 160.103 and shall conclude a person who qualifies as appersonal representative in accordance with 45 C.F.R. § 164.502(g). 1.9 Privacy Rule. "Privacy Rule" means the Standards for. Privacy of Individually Identif able Realth information. codified.:at 45 C.E.R.-Part 1160 and Part 154, subparts A and E., 1.10 Protected H .h&nnatmon. "Protected Health information„ ( "PHI") has the same meaning as the term " protected health informatioir in 45 C.F.R. § 164.103 regarding information that is received by Business Associate from Plan, or created or received by Business Associate on behalf of Plan. 1.11 Pegaired By 1.at?✓. "Required By LaV' �.as rie,same meaning as the term "required by law" in 45 C.F.R.; § 164,103. Pj- 1.12 Seereiara.. "Secretary" means the Secretary of the Department of Health and Human. Services or his/her designee. 1.13 Security Incident. "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.K 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 issi ed,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 Pie miffed Uses and Disclosures by Business Associa#es. (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 otherwise 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 PER 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 C.F.R. § 164.504(e)(2Xi)(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. § 164.5026)(1). (e) To the extent Business Associate is to carry out one or more of Covered Entity's obligations under the Privacy Rule, Business Associate shall comlily witli; the re4uirenierrts of the Privacy Rule that apply to the Covered Entity in the. performance ofsiich obligations. 2.2 Impermissible Tjse or Disclosure of P . Business Associate shall not use or further 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 Appropriate Safeguards Business Associate shall use appropriate safeguards to prevent an impermisstble use or ditsclosure of PHI. Without limitation of the foregoing, Bu'sn�ess ciat s t' =MV emeut ac rn iris h`ve `pLxysical, add y.. ! •» t.0 =f" ,»z .kn-�..a�e ail ,.. ..a ,`.. ...�.. x,._. . ••. ,.,� .. ,:. it crimes, reeoivesmaitfarns; or: fiered Entity; as requied by the Security Rule;. and (Ji) compiywith the Security Rule with respect to electronic PHI. 2.4 Mitio ti0 a !Busiinoss- Assoc to !nit gatd ;�to~iht exterit °practicable, any harmful effect that is,known to Business Associate of an imperinissible use or disclomm, of P `by. Badness sAsaoadeor by airy o&lm person o 'entity to'which PHI has,been: disclosed, 2:5 ftgdLnR Impermissible Use or Disclr - Secpj4y Incidents Breaches, (a )'IhISiness Associ�OWN ft v Bi ii ►pan t o or dise 6sure of PHI not spec fit y rnnittod #y Atgreei" d ,city ecttrity i tdertts involving 111ectronic PHI and any $teah,s o Cfix I, as�tured ins C.F 1.4.1'0, and without unreasonabledelay: .:. (b) The parli �&: 'iiecoiu a ssance scans are. comiroitplate in tic�indtisixy aiid, as` such, the parties aeknowiedgantl agree that., to the extent such prdlies and' se,s co'' ` to `' Seurity incidents, this Section 2.5 constitutes notice } Biasitless Associate to the `Covered Entity of the ongoing existence and occurre -ef truck °S ity` Incidents for`whicl n o additional notice to the Covered Entity shall` be regtured =Proles -and recoaissanre scans include, without limitation, pings and other broadcast aitacks on Business Associate's firewall, port scans, and unsuccessful -log on�tterripts, atI+ottg such=, anii-r nnaissarace scans do not result in unanthorized ac , -Usebr sclo�stzre ofPr ctcd�'H th Ififorn a #ion. % stdiuployee Benefit plan by contacting: 2.6 Agentsaand Bvbconttnctors. With respectto agehtssand subcontractors to whom. Business Associate provides PM, Business Associaw,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 A�gcement, including without limitation, compliance with applicable-Seeurity Rule requirements; and (b) comply with 45- C.F.R. §§ 164.504(e)(5) acid 164.3 4(a)(2 )(iii). 0 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.F.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 reiluirements of 45 CFR § 164.524 and § 164.525. 2.8 _Access to Records by to -Y. Business Associate shall 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 EntiWA compliance with the Privacy Rule, pursuant to the requirements of 45. C.FK, § 1.64.504(e)(2). 2.9 Accounting QL}isclosures. 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.F.A., § 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. § 164528 and 42 U.S.C. § 17935(4). 2.10 Iylinimurd 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 7indirectly receive remuneration in exchange for any PHI in compliance with 42 U.S.C. § 17935(d) and 45 C.F.IL § I64.508(aX4). 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. (ibla�lbns=Crcied' Ettitity: RMues6 j Covered -Entity. Covered Entity will not request Business Associate to use or d2sclnse CHI' in any manner that`woud not 'be `permissible under the Privacy Rule, the Security'Rule °or the HITECH Act, if `done by Covered Entity. 3.2 Provision of PHI. Covered Entity will provide Business Associate with only that PIR whieh.is uu y "scary 'Bhs e ASSoeihte to perform tie Services.. . 3.3- Ititt ti of raev etlmi - Covered-Utitysha l'not fy Business Associate in writing of any limitations) m its nbti Qi° 'ces=a#'eo`iilex Py Entity in.aecordance with 45 C <F.R. 164.520, if Covered Entity reasonably believes that suciiRliznitatio $ s:afft t ici atels ttedor aatid� P required tzscs 'sclosures of 1II undet`this Agt�eemertw' 34 A"1licR �t►ti riiir+m�newiw o.TTratr ,:.; fi...:;:e.;+ • :� .! ! t s e rxtt a a ee a i o a :,t tar: -:+r + f t .t 9 Y! 4 t ik lt.k F.S!! • t! 4 0 *b*'. p 0# 8 `9.b..t "bF$ 1�:' ! i 1® Y. t Y 4 $ G :�8 disclosures of i !t , ge' 4t 4. T.erm.md. Termi 9kno. 4.1 Term. The Term of this .Agreement shalt begin on the EffectiveDate and shall terminate when all PIR is destroyed or returned to Covered Entity. Business Associate m . Est -refute i estrgyy: ,P kupo� 300 sys =wrltten=ntolic7e from €�ed'Extti�. -V iwS ... �n"`ascoidance�wrth the�tion= ro o#e�hali extend protections to the tin this Section 4. 4.2 Terminatioh f is a If either:pariy knows of-a pattern of activity or Practice of the other PartY4hfft cwmdk ess a material° breach or violation of this Agreement, then the non-breaching party shall provide written notice-of the breach or violation to the otherspartythd, specifies the -nature of the breach or violation. The breaching party must {cure the breach, orq end the violation on or before thirty po) days after receipt of the written notice. ;hi the absence of a cure reasonably satisfactory to the Cl 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 termination of this Agreement for any reason, Business Associate shall return or destroy all PHI in its possession and in the possession of all subcontractors or agents of Business Associate. ;Business Associate (including subcontractors or agents) shall retain no copies of the PHI other than as.described in Paragraph 4.3(b) below. If Covered Entity terminates this .Agreement, Business Associate shall have no continuing obligation arising out of any 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 further 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. Indemnification. Parties hereby agree to defend„ indemnify, and hold the other parry 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. 7 6, Amisunce in Lifigati+pn or Administrative Proceeding. Intheevent of litigation or administrative proceedtngs ccijnmenced against Covered Entity alleging a breach of t his Agreement or a violati in o`f MPAA. or the HiTtECH Actthat 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 " °otherwss&psrticipAte in'such proceedings, except where Business Associate or its agent or subcontractor is a named adverse party. ifrequested by'Covered Entity, Business Associate shall` reasonably cooperate in securing the assistance of any agent or subcontractor of the Business Associate in regards to par clodoim in any litigation or administrative proceedings. If the parties cannot agree to a specific amount that represents the "reasonablle cosh associaW'With Bdsu ss Ass 's par`u%ipat ran, the Business Associate sly rct dihdess made 'itself available as uesta AA pa les shall subseuetrtly negotiate the aznouit'of thu °`asoiu3ble' cost." If the parties dtr not reach agreemefst, ttte "reasonab le cost" shall'be del, by`arbirrat;on admini$*6d by the America A itratiatt Association in accordance wiffi'its` mmeiaial Ai`bitration Rules, and°judgment on the avuaid'n'z3Ederedbythe arbitrators) °may`be entered in any court having jurisdiction thereof: 7. Miscellau .l -e tR noes. A'nef to atection in the Privacy' -Bute or�Se�n7t�►= Rule >mei�acs the section as in eff�t or as amended: _ T'1 Couformi r Amend!mern and Waiver. If'sWe offederal .Iaws' or regulatiobst _P fn iff this A g reetnent,;this i' '., shall be deemed amended to form "terse changes as of',the a Iaw fir reg lion becomes f eetive: rtliiourlituiitatioa of the #nregning, ftequeated`by erthei parry, the parties. ° cooperate greement o viii °any new or y a z enng'this A : conply revised state orfederal . Except a state herdi* fliis`Agreeiuedt`i nay oiily'be modified iri writing s�igrieti byiiotli parti+es.,No covenant term; or °condition oft3 is Agreement may be waived except by written consent of the Party against `whom the waiver is claimed. 7.3 Survival: 'Ihe respectiverights and obligations ofBus tress: 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 confirmed delivery, addressed as follows: (a) To Business Associate at,,Gwup Health Cooperative, PrivacyOffice, 320 Westlake Avenue North, Suite 100, Seattle 'WA '9810Q; or (b), To Covered Entity at the address specified above. Addresses maybe changed by notice given as required by this "Suction. 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 HITECH 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 stage of Washington. 7.8 Counterparts. 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 WHEREOF, the parties have executed this Agreement on the Effective Date written above. Group Health Options, Inc. By: Afmskm (Print name) - 'Title: Date: & L T 26 IL( -- City of Federal Way Employee Benefit Plan s r f Plan Administrator Date: / 4 /?� 13