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INSUJJANCF !'1,01 riEQUIRED
<br />WORK MAY PROCEED
<br />CLERK OF COUNCI
<br />DATE: AUG 3 0 2011
<br />o
<br />06/16/2011
<br />Metropolitan Life Insurance Company
<br />2Q0 Park Avenue
<br />New York, NY 10166
<br />SafeGuard Health Plans, Inc,
<br />13045 Tesson Ferry Road, B1-06
<br />St. Louis, MO 63128
<br />Keenan & Associates
<br />2355 Crenshaw Boulevard, Suite 200
<br />Torrance, CA 90501
<br />Fax (310) 533-0573
<br />Dear MetLife and Keenan:
<br />N-2017-192
<br />Reference is made to the group contract for dental services #142337 (the "Contact") issued to the City of Santa
<br />Ana ("Custogjer") by SafeGuard Health Plans, Inc. ("SafcGuard"), part of the MetLife family of companies,
<br />For purposes of sponsoring and administering the dental plan, Customer ,wishes that SafeGuard release
<br />to Keenan ('Vendor') certain information as mutually agreed upon by SafeGuard and Customer related to
<br />eligibility of Customer's employees for dental services (the "Eligibility Information").
<br />Customer hereby directs and authorizes SafeGuard to release the Eligibility Information to Vendor
<br />electronically in the form as mutually agreed by Customer and SafeGuard, but no more frequently than once per
<br />caleaidar week, during the term of the Contract. SafeGuatdhereby agrees to such release pursuant to such
<br />direction and authorization and in reliance on Customer's and Vendor's representations and warranties below.
<br />Customer represents and warrants that such release of the Eligibility Information is for purposes
<br />permitted under applicable law including, tate Health Insurance Portability and Accountability Act of 1996 and
<br />regulations issued thereto {" HIPAN-), and that it does not violate any applicable law including HIPAA by
<br />directing and authorizing such release and agrees that SafeGuard is in no way responsible for the use pr
<br />disclosure of the Eligibility Information by Vendor.
<br />Customer agrees to defend, hold harmless, release and indem.nifySafeGuard, MetLife, and their
<br />subsidiaries, affiliates, directors, officers, etnployces,, and agents against any and all claims, damages, losses,
<br />lawsuits, settlements, judgments, cost penalties and expenses, including reasonable attorneys' tees, arising from
<br />or related to the disclosure, re -disclosure or use of the Eligibility Information in accordance with Customer's
<br />request unless such damage i., the direct result of the negligent, fraudulent or criminal act of SafeGuard or
<br />MetLife; and such act was not undertaken at the request of Customer.
<br />Vendor agrees to indemnify, defend, and bold SafeGuard, MetLife, and their officers, directors,
<br />employees, agents and other representatives harmless from any actual or threatened legal or administrative
<br />action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense or damage,' including
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