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AG 15-007RETURN TO: Q EXT: Asa CITY OF FEDEP AT WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: ��a�, �S �-L'n�L� EXT: 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 ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL OTHER `` 5. PROJECT NAME: e 1IZO A4_0 O—Lyk &),o x'72.5 904-L 1QAJ- 6. NAME OF CONTRACTOR: ADDRESS: 4ye- S jP qOb . 774 r&I ,,MA 1o)/¢ ' �f 0 TELEPHONE �S 3 3S3 1,25-� E -MAIL: i T —� FAX: X53 '3a3 _7R27,<_ SIGNATURE NAME: 6!/ eA"-, Tzz 4z, / ' s, f TITLE yr � �� � iPI S'L 0 r7- )i /Z1 -,te 2D ,6, �rLPsr(�ta� C 7. EXHIBITS AND ATTACHMENTS: SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CO /AMENDMENTS JNTRACT 8. TERM: COMMENCEMENT DATE: D /D �/ COMPLETION DATE: / Zf 3/ &-)b / S- 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 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING GENT TO VENDOR/CONTRACTOR DATE SENT: 5_ .9V -1 DATE REC'D: O 1/0 �s ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LIICENSES, EXHIBITS INITIAL/ DATE SIGNED ❑ LAW DEPARTMENT ❑ CHIEF ,OF STAFF ATORY (MAYOR OR DIRECTOR) VZITY CLERK I - u -1. NKASSIGNED AG# AG# - W,'91GNED COPY RETURNED DATE SENT: COMMENTS: r 11/9 ADMINISTRATIVE SERVICES AGREEMENT This Agreement is between Group Health Options, Inc. CGROUP HEALTH') and City of Federal Way (-EMPLOYER"). 1. Purpose of reement. EMPLOYER has established a self- funded employee welfare benefit plan ( "Plan's. The Plan provides certain health care benefits to eligible employees and their dependents ("Participants"). EMPLOYER desires to engage GROUP HEALTH to perform administrative services for the Plan, and GROUP HEALTH desires to perform those services. This Agreement and the attached Exhibits describe the administrative services that GROUP HEALTH Will perform for EMPLOYER and the specific duties and obligations of each party relating to those administrative services under the Plan. 2. Status and Relationship of Parties. A. EMPLOYER is the Plan Sponsor of the Plan. The Plan has been established by EMPLOYER to provide certain health care benefits to and for certain Participants, as described in the Plan Documents. B. EMPLOYER is the Plan Administrator, C. GROUP HEALTH shall function as an administrative services contractor, performing 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 activities, engages in the business of a health carrier as described by Washington state law. 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 PAYMENT OF BENEFITS PROVIDED UNDER THE PLAN. THIS AGREEMENT 1S NOT SUBJECT TO THE PROVISIONS OF THE WASHINGTON STATE INSURANCE CODE, TITLE 48 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 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. Except as may otherwise be provided in this Agreement, 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 EMPLOYER shall not be deemed partners, joint venturers, or governed by any legal relationship other than that of an independent contractor. No Third Party Riahts. This Agreement is between GROUP HEALTH and EMPLOYER and does not create any-rights or -legal relationships- between -GROUP HEAL•TH•and any--Participant in-the-Plan, -or any other third party. 4. Discretionary Au ft lity. A. EMPLOYER, as the Plan Sponsor and the Plan Administrator, is solely responsible for establishing, maintaining, and funding the Plan, and shall have final and exclusive discretionary authority to determine its benefit and eligibility provisions. EMPLOYER shall also have final discretionary authority to determine eligibility for benefits under the Plan, and to construe and interpret the terms of the Plan, except as otherwise described under this section 4. Except as may otherwise be provided in this Agreement, EMPLOYER shall be solely responsible for any and all legal Bees and other associated costs related to the legal defense of a health care claim determination. (1) In the event of a legal, administrative, or other action arising out of the administration, processing, or determination of a claim for benefits under the Plan, GROUP HEALTH shalt undertake the defense of such action at GROUP HEALTH's expense and shall settle such action when, in its reasonable judgment, it appears expedient to do so. (2) If EMPLOYER is also named as a party to a legal, administrative or other action, GROUP HEALTH will defend EMPLOYER only `rf such action relates solely and directly to actions or failure to act by GROUP HEALTH. In the event the action relates in part to actions or failure to act of EMPLOYER, EMPLOYER shall be responsible for its own defense. (3) If the legal, administrative, or other action relates solely to the action or failure to act of EMPLOYER, EMPLOYER shall undertake sole defense of the action and shall defend GROUP HEALTH. This includes any actions that arise from EMPLOYER's failure to fund claims determined to be payable under the plan by GROUP HEALTH. (4) For all actions, EMPLOYER agrees to pay the full amount of benefits under the Plan in any judgment or settlement in such action. B. GROUP HEALTH shall have sole authority and fiduciary responsibility under the Plan for adjudicating health care claims, making decisions on appeal, coordinating the external review of an appeal through independent review organizations, and for settling and defending legal claims based on health care claims determinations. In all other cases, EMPLOYER, through this Agreement, delegates to GROUP HEALTH only non- fiduciary, ministerial responsibilities. Any Plan administration function not specifically delegated to and assumed by GROUP HEALTH in writing pursuant to this Agreement shall remain the sole responsibility of EMPLOYER. C. Notwithstanding the discretionary authority described in part 4.A. above, EMPLOYER agrees that it will not make changes to the health care benefits or any services to be provided and/or arranged by GROUP HEALTH under the Plan and as described in Exhibit C, and shall not adopt any amendments to the provisions of the Plan that relate in any way to the services provided by GROUP HEALTH unless GROUP HEALTH first agrees to such changes or amendments AND EMPLOYER and GROUP HEALTH also agree upon corresponding changes in the fees and charges under this Agreement. Such agreements between the parties, including the effective date of the changes, shall be documented in accordance with section 14.B. of this Agreement. S. Health Care Services to be Arranged Pursuant to this Agreement. A. Health QaLe SeLvIces. GROUP HEALTH shall arrange for the delivery of health care services to Participants as described in Exhibit C. B. Health Care Delivery System. GROUP HEALTH shall arrange for an adequate health care delivery system for the provision of health care services under this Agreement. The health care delivery system shall be comprised of a managed health care network {"MHCN ") comprised of Group Health Cooperative CGHC ") facilities ("MHCN Facilities "), physicians and other health care providers directly employed by GHC ( "MHCN Providers"), and those health care facilities and health care 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 composition of the MHCN health care delivery system made available to Participants under this Agreement. C. Medical Rpcg_rds. GROUP HEALTH shall include provisions in its contracts with health care facilities and with health care providers that require such facilities and providers to maintain medical records for Participants and to maintain such records in accordance with applicable laws regarding the confidentiality of medical records. 5. Plan Document.. A EMPLOYER shall ensure that its Plan Documents describe the health care services to be arranged for Participants by GROUP HEALTH in the same manner as described in Exhibit C. EMPLOYER agrees that it will not make changes to the health care services arranged by GROUP HEALTH under the Plan unless the parties first agree to such changes and to corresponding changes in the fees and charges for health care services. Prior to executing this Agreement, EMPLOYER shall provide to GROUP HEALTH for its review and approval the Plan benefits handbook that pertains to GROUP HEALTH and the services to be performed under this Agreement. 8, Upon request of EMPLOYER, GROUP HEALTH will provide 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 created by, or on behalf of, EMPLOYER that pertain to GROUP HEALTH and the services to be performed under this Agreement.. 7. AdtLiinistrative Services to lie i?erformgd Pursuant to this Agreement. A. Plan Materials. GROUP HEALTH will assist EMPLOYER in the preparation of health care benefits handbooks and other informational items, Participant identification cards, and other materials necessary for the arrangement of health care services under the Plan. (1) EMPLOYER shall be responsible for ensuring that the Plan Documents accurately reflect the provisions of the Plan and are consistent with this Agreement and its Exhibits, and that they comply with the requirements of all applicable federal and state laws and regulations. (2) GROUP HEALTH shall have the right to review and approve the Plan benefits handbook insofar as it describes or otherwise pertains to GROUP HEALTH's performance of services under this Agreement. GROUP HEALTH's approval of the Plan benefits handbook shall not be unreasonably withheld. B. Stop Loss Insurance. EMPLOYER shall retain general authority for the selection, evaluation and retention of any stop loss or reinsurance insurance carrier, provided that (a) EMPLOYER will notify GROUP HEALTH of the specific stop loss or reinsurance carrier, 9 any, no less than thirty (30) days prior to the beginning of GROUP HEALTH's performance of services under this Agreement and (b) no later than thirty {30) days prior to the - retention -of a- specific stop ,loss or-reinsurance insurance carrier at any time during the term of this Agreement. Upon EMPLOYER's notification to GROUP HEALTH of its retention of a specific stop loss or reinsurance insurance carrier (consistent with the time pedals described above) and GROUP HEALTH's approval of such stop loss or reinsurance insurance carrier, GROUP HEALTH shall make all reasonable efforts to coordinate the services to be performed under this Agreement with the stop loss or reinsurance carrier that is insuring the Plan. GROUP HEALTH reserves the right to adjust the Administrative Fees and Charges as necessary to cover any extraordinary cost of coordinating services with a stop loss or reinsurance carrier and GROUP HEALTH reserves the right to refuse to worts with, coordinate services with, and/or send information to, any stop loss or reinsurance insurance carrier that is not approved by GROUP HEALTH pursuant to this Section 7(B). C. Maintenance of Records. GROUP HEALTH shall maintain, in a form deemed appropriate by GROUP HEALTH, an adequate system for maintenance of records related to GROUP HEALTH's performance of administrative services under this Agreement. Such records shall be considered GROUP HEALTH's business records. Subject to the terms contained in Exhibit D, GROUP HEALTH shall, upon request of EMPLOYER and to the extent permitted under all applicable laws pertaining to confidentiality of health information, provide copies of such records to EMPLOYER as are necessary to allow EMPLOYER to meet its obligations as Plan Sponsor and/or Plan Administrator. Subject to all applicable taws regarding confidentiality of health care information and after providing reasonable advance notice, EMPLOYER shall have the right to reasonably inspect GROUP HEALTH's records to ensure that adequate records are maintained as described in this section. D. Reports to be Provided by GROUP HEALTH. GROUP HEALTH shall provide EMPLOYER with the reports listed and described in Exhibit B by the twenty-fifth (25th) working day of each month. E. Enrollment Services. GROUP HEALTH shall provide enrollment services on behalf of the Plan. Charges for enrollment services are set forth in Exhibit A. F. Health Care Claims Payment 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 Billina. GROUP HEALTH shall bill administrative charges to EMPLOYER by the twenty -fifth (25th) day of each month and in accordance with Exhibit A. H. Collection of Co- Insurance and Go- Payments. GROUP HEALTH shall make a good faith effort, in accordance with its normal operating procedures, to collect any and all co- insurance and/or co- payment amounts owed by Participants to GROUP HEALTH under the terms of the Plan and Exhibit C. EMPLOYER agrees that it shall utilize all measures available under the Plan to compel Participants to make full payment of co- insurance and co- payment amounts to GROUP HEALTH. I. Complaints and Appeals. On behalf of EMPLOYER, GROUP HEALTH will provide a complaints and appeals process as described in Exhibit C. J. Audit. To the extent permitted under applicable law and pursuant to the terms contained in Exhibit D, upon at least thirty (30) days written notice from EMPLOYER, GROUP HEALTH shall allow an authorized agent of EMPLOYER to inspect or audit all EMPLOYER - related claims records and files that are maintained by GROUP HEALTH. EMPLOYER shall ensure that such audits or inspections do not cause any unreasonable disruption to GROUP HEALTH's normal business activities. EMPLOYER further agrees that it shall bear any and all costs associated with such audits or inspections. 8, A. t,�tLr(jstpqJve Services.Fees glad Char es, EMPLOYER shall pay GROUP HEALTH the fees and L_ — charges invoiced by GROUP HEALTH pursuant to the terms of this Agreement including Exhibit A. Payment of administrative fees and charges shall be made via electronic funds transfer and by the first (1'4) day of the month to which the administrative fees and charges apply. No amounts received by GROUP HEALTH shall be considered assets of the Plan. B. Pav ent for Heafth Core Claims. EMPLOYER is solely responsible for and shall pay all costs associated with claims for health care services under this Agreement EMPLOYER shall reimburse GROUP HEALTH for payment of claims for covered health care services described in Exhibit C and shall, consistent with Section 4(A) of this Agreement, also reimburse GROUP HEALTH for any legal fees and other associated costs GROUP HEALTH may pay in defense of a health care claim determination pursuant to the Plan. Payments to GROUP HEALTH shall be made via electronic funds transfer within one business day after receipt of invoice. No payment amounts received by GROUP HEALTH shall be considered assets of the Plan. (1) Late charge. A late charge of twelve percent (12%) per annum (.03 percent per day) will be assessed on all payment amounts not received when due. Payment for late charges shall be included with payments due for health care services. C. Participant.Medical Rpcords Relegrt2 EMPLOYER shall provide or arrange for GROUP HEALTH to have access to all medical records and other information necessary for GROUP HEALTH to perform its duties under this Agreement To the extent required by state or federal law, EMPLOYER shall obtain from each Participant and provide to GROUP HEALTH, a release which permits EMPLOYER and GROUP HEALTH to have access to the Participants medical records for purposes of performing administrative services under this Agreement D. Certification of Eligibili . EMPLOYER shall have sole responsibility 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 all information necessary for GROUP HEALTH to perform its administrative services under this Agreement. GROUP HEALTH shall be entitled to rely on information provided to GROUP HEALTH by EMPLOYER until GROUP HEALTH receives documentation of any change to such information, 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. E of the 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 information, 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 Information. Upon the reasonable request of GROUP HEALTH, EMPLOYER shall 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. EMPLOYER shall have sole responsibility for and shall ensure the Plan's continuing compliance with state, federal, and local laws and regulations, as they may exist cd the execution rf this . reement and thereafter during the term of this Agreement, � including, without limitation, the Internal Revenue Code, and the Consolidated Omnibus Reconciliation Act ("COBRA"). (1) EMPLOYER, and not GROUP HEALTH, is the "Plan Administrator." (2) EMPLOYER, and not GROUP HEALTH, is the "Plan Sponsor." (3) Except' as otherwise provided under this Agreement, GROUP HEALTH shall not be a Named Fiduciary or fiduciary of the Plan. (4) EMPLOYER shall not name or represent that GROUP HEALTH is the Plan Administrator or Plan Sponsor of the Plan. Except as otherwise provided under this Agreement, EMPLOYER shall not name or represent that GROUP HEALTH is a Named Fiduciary or fiduciary of the Plan. (5) For purposes of state, federal, and local laws and regulations that place responsibilities directly on a "Plan Administrator," EMPLOYER or its designee remains the Plan Administrator and retains all fiduciary responsibilities and liability. H. Notice Effluired By COBRA. EMPLOYER shall have sole responsibility to 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 of any premiums paid for such continuation coverage. EMPLOYER shall promptly notify GROUP HEATH when an individual both becomes and is no longer eligible for COBRA continuation coverage. 1. EMPLOYER shall provide GROUP HEALTH with copies of all amendments to or restatements of the Plan benefits handbook, 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 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, 2015 and shall continue thereafter until terminated in accordance with subsection 9(B), below. 13. Early 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 non- breaching party provides the breaching party with written notice of the substance of the breach. (2) Payment Default Upon written notice to EMPLOYER, GROUP HEALTH may suspend health care claims payments if EMPLOYER has defaulted on the payment of any fees or charges owed by EMPLOYER to GROUP HEALTH pursuant to this Agreement. GROUP HEALTH may immediately terminate this Agreement if EMPLOYER does not cure the payment default within 15 days of EMPLOYER'S receipt of written notice. (3) Credit Worthiness. This Agreement is contingent upon receipt and approval by GROUP HEALTH of evidence of EMPLOYER's credit worthiness which is satisfactory to GROUP HEALTH. Updated evidence of credit worthiness may be required by GROUP HEALTH at any time during the term of this Agreement. If EMPLOYER fails to provide evidence of credit worthiness satisfactory to GROUP HEALTH by a date set by GROUP HEALTH, or if GROUP HEALTH determines that EMPLOYER' credit worthiness is not satisfactory, GROUP HEALTH 6 may terminate this Agreement by giving notice of termination that may be effective immediately, or at any other point designated by GROUP HEALTH. (4) Sixty (60) Hays Notice. Either party may terminate this Agreement at any time, with or without cause, as of the last day of,any calendar . month by giving the other party sixty (60) days_ prior written notice of intent to terminate the Agreement. (5) Insolvency. Either parry may immediately terminate this Agreement by written notice to the other party and may regard the other party as in default of this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, and such event is not cured or proceeding dismissed within sixty (60) days of the occurrence of the event. (6) Force >Majeure• Suspension and Termination. If loss of service is caused by, or if either party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of, natural disaster, action or decree of governmental bodies or communication failure not the fault of the affected party, the loss or failure shall not be deemed a breach of this Agreement. The party who has been so affected shall immediately give notice to the other party and shall do everything reasonably possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be 'immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice, the party whose performance has not been affected may, as its sole remedy, may terminate this Agreement by written notice to the other party effective immediately. In the event of such termination, EMPLOYER shall remain liable to GROUP HEALTH for payment of all amounts due, and for payment for health 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 GROUP HEALTH for adirninistrative services and health care claims pursuant to this Agreement EMPLOYER'S liabilities under this Agreement shall extend to all post termination administrative services and amounts billed by GROUP HEALTH, and relating to claims for covered health care services that are received by Participants during the term of this Agreement (e.g. run -out claims). GROUP HEALTH shall at all times retain the exclusive right to process claims and seek payment from Employer for health care services 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 twelve (12) months after termination of this Agreement GROUP HEALTH reserves the right to pursue all remedies allowable under federal and state law for the collection of billed amounts, claims, losses or other damages. 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 maybe assessed with respect to the Plan by any local, state, or federal governmental entity or agency. 11. Subrogation and Coordination of Benefits (COB). GROUP HEALTH will make reasonable efforts to identify subrogation claims and coordination of benefits opportunities, and will make reasonable efforts to recover subrogated amounts and to coordinate benefits through its normal administrative procedures under the applicable provisions of the Plan. GROUP HEALTH will disburse after each calendar quarter all subrogated amounts recovered during the prior calendar quarter. EMPLOYER shall have sole responsibility for legal action to recover subrogated amounts. 12. Indemnification By EMPLOYER. Except as to any claims, loss, or damages caused by or resulting from the negligent or malfeasant act or omission of GROUP HEALTH, EMPLOYER shall defend, indemnify and hold harmless GROUP HEALTH from any loss, claim or damage to persons or property arising out of GROUP HEALTH's provision of administrative services under this Agreement. GROUP HEALTH shall promptly notify EMPLOYER if GROUP HEALTH learns of the existence of any loss, claim or damage to persons or property. EMPLOYER shall be responsible for the defense of any legal action brought against the Plan, including a claim for benefits under the Plan by or on behalf of any Participant, fiduciary or other party, including the selection and payment of legal counsel. GROUP HEALTH may, at its own expense and without waiving rights under this section, designate legal counsel to monitor any action or claim. EMPLOYER shall not settle anyiegak action-or claim without•the prior written-consent of GROUP HEALTH if the action or claim could result in liability of any kind to GROUP HEALTH. 13. Indemnification By GROUP HEALTH. It is recognized by the Parties that errors may occur and is agreed that GROUP HEALTH will not be held liable to EMPLOYER for such errors unless they resulted from gross negligence or willful misconduct. 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 gross negligence or willful misconduct while in the course of providing services under this Agreement. EMPLOYER shall promptly notify GROUP HEALTH if EMPLOYER learns of the 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 shall not settle any legal action or claim without the prior written consent of EMPLOYER if the action or claim could result in liability of any kind to EMPLOYER. 14, Misceltaneous Provisiorfs. A. Assignment Neither party shall assign this Agreement, in whole or in part, or any of its duties or responsibilities under 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 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: Exhibit A Administrative Fee Schedule Exhibit 6 Administrative Reports Exhibit C Benefits Handbook Exhibit Q Health information Disclosure Agreement Exhibit E Business Associate Agreement E. Interpretation. This agreement shall be deemed to have been drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and any other presumption or principle that the language herein is to be construed against any party shall not apply. F. Changes in Governing Laws or Regulations. In the event that the obligations of GROUP HEALTH under this Agreement are materially changed or made materially more burdensome or expensive as a result of changes in the laws or regulations governing employee welfare benefit plans or the services provided hereunder, the parties shall negotiate an appropriate adjustment to the fees paid to GROUP HEALTH. If the parties cannot negotiate an adjusted fee schedule within thirty (30) days of the date that EMPLOYER receives written notice of GROUP HEALTH's need to adjust the fees, GROUP HEALTH may terminate the Agreement by giving written notice of termination at least thirty (30) days prior to the effective date of termination. Gk Governing Law and Venue. Except to the extent preempted by applicable federal law, this Agreement shall be construed under the laws of the State of Washington, and any dispute arising under this Agreement shall be determined under the laws of the State of Washington. Venue for any action between GROUP HEALTH and EMPLOYER arising from this Agreement shall lie in the Superior Court for King County, Washington, residing in Seattle, Washington. By signing this Agreement each of the below individuals represents and warrants his or her authority to execute this Agreement and bind the respective Party to its terms. GROUP HEALTH OPTIONS, JNC. Y' Printed Name: x s _ Title: t/ /C rf-,eJ ' I— ' Date: : Z--, _; ' a 07 City of Federal Way By: ' Printed Name:CIj' _.. Zym( Title: Date: EXHIBIT A Administrative Fee Schedule Plan Name: City of Federal way Group #: 1472000,5929700,1530000,5943200 Effective: January 1, 2015 For services provided by GROUP HEALTH pursuant to the Administrative Services Agreement ( "Agreement "), the CITY OF FEDERAL WAY 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 Eligibility 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 2417 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 A iPhone and Android Included Reporting and Finance Included Standard Wnthl -Re . ortin Package included Provide Required Data to 'Su� port Schedule C Included Base Rte PEP 77.10 Additional Services Pricin Implementation Fee $3,500 waived Claim Fiduciary $1 PEPM Open Enrollment Packets (Development and Production $2.32 / Packet Custom 1D Card Requires a statement of work for pricing Extended Network Access Fee (s) First Choice Health Network (Local Wrap Network) $1.95 PEPM / Does not apply to HMO and Access PPO; please remove from Exhibit A if group selects these products 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 Appeal) Cost + 15% Enhanced Wellness Vera Whole !Health $ Red Brick $ Wellness Challenges and Incentive Tracking $ Work Site BiometricScreening and Flu Shot Events Flu Shots $28 / each Non-Fasting Finger Stick Screening $39 / each Fasting Fin, er 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 1D *GHO: Member who lives outside of WA, OR, ID, AK, MT 1. -GROUP - HEALTii mfillsubmit_a billing statement to the CITY .OF FEDERAL WAY�by theytwenty -fifth - �(2 I ) i ay ,of each :month. The =monthly administtative fees and ,charges are .due and .payable moo, later than the`first (15i) 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 %0 ,per annum (0.03 per day). 2. The 3CITY OF FEDERAL WAY 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 #welve (12) month Gperiod 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 CITY OF FEDERAL WAY will be liable to GROUP HEALTH for fees, which are due and unpaid as of the date of termination. -- - - - - -- --- GR011P_.HEALTkI- .reser\tRs_ the r__�g_h_t ,to- -. charge _administrative-fp-es-lf -enmUed_ -p.o uJati_- on._v_ariees b�t--- - - -- more than 10% from initial or renewal proposal. Acknowledged and greed Upon by CITY OF FEDERAL WAY: Sign re I -f:z '/ Printed Name Title �a- s 1 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. Health Information Disclosure Agreement GroupHealth Group Health Cooperative, a Washington corporation, and Group Health Options, Inc., a Washington corporation ( "Group Health "), and Plan Sponsor's benefit offering healthcare coverage ( "Benefit Plan "), enter lrito 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 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: nt name Company Douglas Evans Print name R.L. Evans Co Company Cindy Roberts Print name R.L. Evans Co Company Jean Stanley Print name City of Federal Way Plan administrator 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. Company: / ---/ _ Authorized ture on befSalf of 6,1Y D7 �f LiZG i U),11, M typit Y+r! r l Date: % S Printed name I If Group Health Options, Inc. Signature Scott Armstrong Date: Printed Name Title: President & CEO, Office of the President and CEO cle� sla�� AuthorlWd signature on behalf of Plan Admi i rotor Date: Printed name Group Health Cooperative A 0�_ W Z, 6 � Signature Robert O'Brien Jr. Printed Name Date: Title: Executive Vice President, Health Plan Division O 2013 Group Health Cooperative or Group Health Options, Inc. 927GG- 2013 -02 EXHIBIT E BUSINESS ASSOCIATE AGREEMENT BETWEEN GROUP HEALTH OPTIONS, INC. AND CITY OF FEDERAL "WAY This Business Associate Agreement is made as of 1/11'2015 (the "Effective Date ") by and between Group health Options, Inc, ("Group Health" or "Business Associate ") and the City of Federal Way, a 'Washington State Municipal Corporation ( "Plan'). This Agreement replaces any previous Business Associate Agreement (including any exhibit or addendum to an underlying contract) executed by Group Health and Plan. 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. Group Health is also a Covered Entity under H1PAA and its activities that do not qualify it as a business associate of the Plan are not subject to the terms and conditions of this Agreement. 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 terra 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 after its termination. Agreement In consideration ofPlan's authorization of Business Associate to obtain, use, create, or disclose Protected Ilealth 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 sutiiciency 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 I IIPAA and the HITECH Act (defined below), as each is aniended from time to time. 1.1 .Business Associate.. "Business Associate" shall mean Group Health Options, Inc. 1.2 Covered; Electronic Transaction. "Covered Electronic 'T'ransaction" has the same meaning as the term "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 Entity. "Covered Entity" shall mean The City of Federal Way or Plan 1.4 Designated Record Set. "Designated Record Set" shall have the same meaning as the term "designated record set" in 45 C.F.R. § 164.501. 1.5 Electronic Protected Health information. "Electronic Protected Health information" ( "Electronic PHI") has the same meaning as the term "electronic protected health information" in 45 C.F.R. § 160.103 regarding information that is received by Business Associate from Flan, 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 act. 1.7 HITECH Act. "HITECH Act" means Subtitle D of the Health Information Technology for Economic and Clinical Health Act of 2009, Pub. Law No. 111 -5. References in this Agreement to a section or subsection of title 42 of the United States Code are references to provisions of the HITECH Act, and any reference to provisions of the MTECH Act in this Agreement shall be deemed a reference to 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 Privacy 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 A and 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.F.R. § 164.103. 1.12 Secretary. " Secretary" means the Secretary of the Department of Health' and Human Services or his/her designee. 1.133 Security Incident. "Se urity Incident" has the same meaning as the terra security incident" in 45 C.F.R. § 164.304. 1.14 Securi . 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. Qbh ations and Activities of Business Associate. 2.1 Permitted Uses and Disclosures by Business Associate. (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 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 C.F.R. § 164.504(e)(2)(i)(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.RR. § 164,5020)(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 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 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. 23 Use of Appropriate 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 administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic .PHI that it creates, receives, maintains, or transmits on behalf ofthe Covered Entity, as required by the Security Rule; and (ii) comply with the Security Rule with respect to electronic PHI. 2.4 Niit ration. Business Associate shall mitigate, to the 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 been disclosed. 2.5 Reporting- Impermissible Use or Disclosure: Sgguritv_..Lncidents, I3rp4pb s. (a) Business Associate shall report to Covered Entity any use or disclosure of PHI not specifically permitted by this Agreement, any Security Incidents involving Electronic PHI and any Breaches of Unsecured PHI, as required hi 45 C.F.R.§ 164.410, 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 shall be made to the Employee Benefit plan by contacting: Jean Stanley at City of federal Way 2.6 Agents and SubeQntrgetors. With respect to agents and subcontractors to whore Business Associate provides PHI, Business Associate shall: (a) ensure that any agent or subcontractor to whom it provides P111 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. §§ 164.504(e)(5) and 164.314(a)(2)(ii ). 2.8 Dcsis=rr:;WJl 1 ee()rd Set. IfBusiruns Associate mitiriLaini I'Ill 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 requirements of 45 CFR § 164..524 and § 164.526. 2.8 Access to Records by Secretary. 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 Entity's compliance with the Privacy Rule, pursuant to the requirements of 45 C.F.R. § 164.504(e)(2). 2.9 Accounting of Disclosures. 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.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. § 1 64.528 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 tr rr,smits or receives any Covered Electronic Transaction, Busin ss Associate shall, pursuant to 45 CFR § 162.923, comply with all applicable provisions of the Standards for Electronic Transactions .Role. 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. 3. Obligations of Covered Entity. 3.1 Re uests by Covered Entity. 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 the HITFCH Act, if done by Covered Entity. 3.2 Provision of PHI. Covered Entity will provide Business Associate with only that PFU which is minimally necessary for Business Associate 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 privacy practices of Covered Entity in accordance with 45 C.F.R. 164.520, if Covered Entity reasonably believes that such limitations affect Business Associate's permitted or required uses and disclosures of PHI under this Agreement. 3.4 Authorization. Unless specified otherwise in an Underlying Agreement, Covered Entity shall obtain from the Individual(s) any consent or authorization that may be required by federal, state, or local laws or regulations prior to furnishing PHI to Business 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 Use or Disclosure, Covered Entity shall notify 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 such restriction affects Business Associate's permitted or required uses or disclosures of PHI under this Agreement. 4. Terns and Termination. 4.1 'Perm. The Term of this Agreement shall begin on the EfTective 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 PlIl, Business Associate shall extend protections to the PHI in accordance with the termination provisions in this Section 4.. 4.2 Ten-nination for Cause. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of this Agreement, then the non- breaching 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 non - breaching party, the non - breaching party may, if feasible, terminate this Agreement grid any t nderl ing ad ministfa ve service; or rclaW a rectnent(s) Wve eLn 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 PI -11 so retained, and limit further use and disclosure of such P l to uses and disclosures permitted or required by 141PAA and the HITECH Act, Indemnification. Parties hereby agree to defend, indemnify, and hold the other Marty harinless 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 in LitiLration or Administrative Proceeding. In the event of litigation or administrative proceedings commenced against Covered Entity alleging a breach of this Agreement or a violation of HIPAA or the HITECH 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 proceedings, except where Business Associate or its agent or subcontractor is a named adverse party. If requested by Covered Entity, Business Associate shall reasonably cooperate in securing the assistance of any agent or subcontractor of the Business Associate in regards to participation in any litigation or administrative proceedings. If the parties cannot agree to a specific amount that represents the "reasonable cost" associated with Business Associate's participation, the Business Associate shall nonetheless make itself available as requested. The parties shall subsequently negotiate the amount of the "reasonable cost," If the parties do not reach agreement, the `=reasonable cost" shall be determined by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 7. Miscellaneous. 7.1 Regulatory References. A reference in this Agreement to a section in the Privacy Rule or Security Rule means the section as in effect or as amended. 7.2 Conforn,ity. Amendment and Waiver. If state or federal laws or regulations change and affect any provision of this Agreement, this Agreement shall be deemed amended to conform with those changes as of the date the law or regulation becomes effective. Without limitation of the foregoing, ifrequested by either Party, the parties shall cooperate in formally amending this Agreement to comply with any new or revised state or federal law. Except as stated herein, this Agreement may only be modified in writing 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, b, 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 Group Health Cooperative, Privacy Office, 320 Westlake Avenue North, Suite 100, Seattle, WA 98109, or (b) To Covered Entity at the address specified above. Addresses may be changed by notice given as required by this Section. 7.5 interpretation. Any ambiguity in this Agreement shall be resolved in favor of 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 Rule's or the l,11T :,Ci l Act, the terries Of the Privacy 'or ccurity RUICs or the HITECH Act shall control. 7.6 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to conifer, 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 Count_ errpazts. 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 (print name) Title; Date :r' G f City of Federal Way By: (print name) Plan Administrator Date; .... .