HomeMy WebLinkAbout25D - AGMT - BENEFITS SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
APRIL 18, 2017
TITLE:
EXECUTE AN AGREEMENT
WITH KEENAN & ASSOCIATES
FOR BENEFITBRIDGE
SERVICES AND A BUSINESS
ASSOCIATE AGREEMENT
(STRATEGIC PLAN NO. 7, SA)
�" , *a.
CI Y MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15' Reading
❑ Ordinance on 2°' Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Authorize the City Manager and Clerk of the Council to execute an agreement with
Keenan & Associates for an annual amount not to exceed $46,000 for "BenefitsBridge ", a
Human Resource Benefits Platform service for the period of June 1, 2017 through May 31,
2018 and shall automatically renew for subsequent one (1) year periods unless either
party gives the other at least sixty (60) days written notice of its intent not to renew, subject
to non - substantive changes approved by the City Manager and City Attorney; and
2. Authorize the City Manager and Clerk of Council to execute a business associate
agreement with Keenan & Associates to supplement the "BenefitsBridge" agreement and
outline each party's privacy rights and obligations under the BenefitsBridge agreement.
DISCUSSION
In alignment with the City Strategic Plan, which promotes innovation and efficiency, staff
recommends adopting an agreement with Kennan & Associates, the City's current health
insurance broker, in order to implement a benefits platform service called "BenefitsBridge." The
agreement will help automate business processes for greater efficiency and process
improvement. The platform will allow employees to self - enroll in benefit plans as well as
services. It will also help staff process benefit audits and transmit enrollments directly to benefit
carriers.
The City obtained information and quotes from other companies but determined that there are no
other companies that offer benefit administration software that can transmit data directly to
CaIPERS health. Currently, the process is being done manually. The City will eliminate annual
maintenance for the existing Highline Benefits Self Service software module saving
approximately $2,900.00 annually beginning FY 17 -18.
25D -1
Benefit Bridge Services with Keenan & Associates
April 18, 2017
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #5 (Create a
culture of innovation and efficiency within the organization), Strategy A (Promote the use of new
technology to improve the delivery of services and information to staff and the community).
FISCAL IMPACT
The estimated costs per year, based upon the number of the city's current eligible employees
would be $36,000.00. Funds will be budgeted in the Employee Group Benefits Contractual
Services Account (no. 08109053 - 62300) in FY 2017 -2018.
ward Raya
Executive Director
Personnel Services Department
Jack iulla
ChM, Innovations Officer
Information Technology Department
APPROVED AS TO FUNDS AND ACCOUNTS:
P
Francisco Gutierrez j
Executive Director
Finance and Management Svcs Agency
BF
Exhibit: 1. BenefitsBridge Services Agreement, Keenan & Associates
2. Business Associate Agreement, Keenan & Associates
25D -2
BENEFITBRIDGE SERVICES AGREEMENT
This Berrefit13r4d,ge Services Agreement ( "Agreement ") is made and entered into by and between
City of Santa Ana ( "Client ") and Keenan & Associates ( "Keenan "), as of June 1, 2017 ( "Effective
Date ").
WHEREAS, Client offers its employees and their dependents an Employee Benefits Program (the
"Program ");
WHEREAS, Keenan offers a web -based application named BenefitBridge (the "'Platform ") which
provides services for their Users (employers, employees and employees' dependents) to manage,
view and control various aspects of employee benefits programs;
WHEREAS, Client desires to gain access to and use of the Platform to support Client's Program
pursuant to the tenns of this Agreement;
NOW, therefore, in consideration of the mutual obligations contained herein, the Parties agree as
follows:
1. 1XLW
The tern of this Agreement is from the "Effective Date" through May 31, 2018
( "Termination Date ") and shall automatically renew for subsequent one (1) year periods
unless either party gives the other at least sixty (60) days written notice of its intent not to
renew.
2. KEENAN SERVICES AND RELATIONSHIP QF TIIE PARTIES
A. The services provided by Keenan tinder this Agreement shall be limited to the Platform
Services described in Exhibits A and B, the terms of which are incorporated herein by
reference. Client shall remain responsible for all other aspects of the Program.
B. Keenan agrees that for the purposes of the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), Keenan is considered a Business Associate of
Client and, therefore, agrees to comply with the terms and conditions of, 45 CPR,
Subchapter C, Part 160 et seq., with respect to the Privacy and Security Standards of
HIPAA and will execute a Business Associate Agreement with the Client.
C. In addition, Keenan agrees to the following, with respect to the use, disclosure and
ownership of data:
1. Ownership of data: Client is the owner of the data inputted into the Platform.
2. Pennitted uses: Keenan shall be allowed to create and use Aggregated Data
(combination of data inputted by Client with similar information inputted into the
Platform by other Keenan Clients) for the purposes of running trend reports and
for benchmarlsing purposes. Keenan shall own all right, title and interest in and to
the Aggregated Data.
Keenan & Associates - Liceme #0451271
BenefitUdge Serviccs Agmemcnt.No D.AV
Ccmficrmuipl Forclient Use Only
(Rev, 021141 V) Page r of 10
25D -3 Exhibit 1
Reports: Client and Keenan are allowed to run vatious reports from the
infonnation inputted into the Platform as outlined in Exhibit.A.
D. Keenan shall not provide any legal, tax, or accounting service, advice, or opinion, and the
Services shall not be interpreted as representing any such service, advice or opinion.
Client shall consult its own attorney on all legal issues, and its own tax and accounting
expects on all tax, accounting, and financial matters relating to its operations, including
without limitation, the establishment and /or operation of the Plans.
E. The relationship of Keenan and Client shall be that of an independent contractor and
Keenan shall at all times remain responsible for its own operational and personnel
expenses. Under no circumstance shall any employee of one party look to the other
party for any payment or the provision of any benefit, including without exception,
workers' compensation covet-age. Except as may be expressly scat forth in or
contemplated by this Agreement, neither party shall have the aright to act on behalf of the
other, or to bind the other to any contract or other obligation.
F. Keenan's responsibility to Client, upon notification by Client of a Platform's failure to
perform or upon Keenan's discovery of such failure, is expressly limited to the use of all
reasonable commercial methods available to search for the failure and fix it withirn a
reasonable period of time. If the problems encountered cannot be fixed, Client's sole
remedy is to cease using the Platform.
G. Keenan shall assist Client with the transfer of certain information into the Platform such
as the eligibility rules,
H Keenan will provide telephone support during the hours of Sam to 5prn Monclay
through Friday, except for Federal holidays,
3. CQ IENT'SRESPONSIBILITIRS
A. Client shall provide Keenan with timely access to such information and individuals,
including its outside advisors and consultants, as may be necessary for Keenan to
perform the Services. Keenan shall not be responsible for any delay in its performance
that results from the failure of Client, or any person acting on behalf of Client, to make
available anyinformation or individual in a timely manner.
& All information provided to Keenan by Client, either in anticipation of or during the
terra of this Agreement., shall be complete and accurate, and Keenan may relyupon such
infornation.
C. Client agrees that the Platform is intended for the use of its employees and their
dependents. Client shall riot provide access to the Platform to any other party or entity
without the written consent of Keenan.
D. Client agrees to use the Platform only for the purposes set forth in this Agreement and
that it shall not at anytime: (i) create anyderivative work based on the Platform Services,
except forthc reports that Client is allowed to nun from the Platform, (ii) eopyor modify
the Platforms services in any fore.
Keenan & Associates — L.iccnse N 0451271
6enefitlitidge Services Agmenxnt -No DAV
Confidential For Clicnt ike Only
(I m 02/14/17) Page 2 of 10
25D -4
E, Client shall irnmediately notify Keenan upon termination of anyeriployee who has been
given administrative rights to the BenefilBridge system so that Keenan can take such
steps as may be necessary to terminate all such rights.
4. CCIMPENSSRQN TO ME„ AN
!tor t a1X Fee
In exchange for the Client's use of the Platform and Platform Services, Client shall pay to
Keenan an amoumt of $3.00 per employee per month. Charges will be billed on a monthly
basis.
Payment for the Services shall be due upon receipt of Keenan's invoice. Any balance riot
paid within forty -five (45) days following the date on the invoice shall be deemed late. A
late payment charge shall accrue as of the date of Keenan's original invoice, at the rate of 1V2
percent per month, or the maxinnum rate permitted by applicable law, whichever is lower.
Keenan shall have the right to suspend its Services if any balance owed by Client remains
unpaid for more than sixty (60) days from the date of the invoice.
I ni stal(at Pee
If Client terminates this agreement within the first twenty -four months, it will be charged an
Installation Fee of $10,000, If Client uses the Platform for twenty -four months or more, the
Installation Fee will not be charged.
IZeactivsttion Fee
If, for any reason whatsoever, the Client stops the BenefitBridge installation process once it
has begun, Client will be charged a $10,000.00 Reactivation Fee to reactivate the
BenefitBridge installation.
Ooen Enrollment Fee
dent is entitled to one annual online Open Enrollment at no charge. Client shall be
charged a flat fee of $15,000,00 for each additional online Open .Enrollment that is
performed in a given plan year. An "Open Enrollmcrmt" occurs whenever there are changes
in the plan offerings, rates, etc. that require all eligible employees to formally identify and
select the option(s) of their choice.
5. INSURANCE
ISeenan shall procure and maintain during the term of this Agreement the following
insurance coverages, and shall provide certificates of insurance to Client upon Client's
request.
(1) L orlcets' nnpensation, Workers' Compensation Insurance in conformance with the
laws of the State of California and applicable federal laws.
(2) Bgday Iri u. Death and Propery Damage I�ili� Insuratu�&. General Liability
Insurance (including motor vehicle operation) with a Two Million Dollar ($2,000,000)
limit: of liability for each occurrence and a Two Million Dollar ($2,000,000) aggregate
limit of liability.
Keenan & Assockics -License #0-13127t
BeaeficNidge Services Agieem= No UAV
Confidential For Clean Use 0111y
(Re'. 03/1.1/17) Page t of 10
25D -5
(3) Professional Liability Insurance with a Two Million
Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar
($2,000,000) aggregate limit of liability.
(h) Cvber.1i ' 'Z61riya�insurancL. Cyber Liability Insurance with a Two Million Dollar
($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000)
aggregate limit of Liability.
6. CONFIDENTIALITY'
A. As a result of their relationship under this Agreement each patty may gain access to
confidential information concerning the other, For purposes of this Agreement, the
term "Confidential Information" includes, without limitation, i) any information or data
about a pattys business operations, clients, employees, marketing plans, method of
operation, trade secrets, and financial performance; ii) information about any individual
participating in the Programs, such as name; address, social security number,
compensation, and rnetical history, and iii) any other information about a party that is
not available to the general public. Neither party shall, without the written consent of
the other release, disclose, or disseminate the other partys Confidential Information
except as is necessary for the performance of the Services.
B. In the event that either parry becomes the subject of a subpoena or court order
compelling the disclosure of the other party's Confidential information, that party shall
immediately notify the other so that the party whose Confidential Infonmation is being
sought can take such action as may be necessary to prevent or limit the release of its
Confidential Information.
C. Neither party shall be deemed to be in breach of this Section 6 if it has notified the other
before it releases the Confidential Infornnation pursuant to a subpoena or court order,
and the party whose Confidential Information was requested fails to provide, before the
deadline for disclosure, a copy of court order quashing the subpoena or otherwise
limiting the original demand for the Confidential Information.
LVARR& IL DI - MERS
A. Client understands that the services, the Platform and the content related thereto are
provided on an informational basis only and are not intended and shall not be taken to
substitute professional medical advice, diagnosis or treatment.
B. Keenan does not warrant and is not responsible for any third -patty products or services
and Client understands that its sole and exclusive rights and remedies with respect to any
third -party products or services are against the third - party vendor and not against
Keenan,
C. Subject to the specific services set forth herein, Keenan shall not be responsible for any
damages that Client or its authorized participants suffer or incur because of their failure
to (r) seek the advice of a physician or other qualified health provider in connection with
any medical condition; (ii) comply with professional medical advice; or (ur) delay to seek
RCenan & Assxiams - License #04.11271
6enef it6iidy+e Services AVrencem.No DAV
C.oididendal For Client Use Only
(Rev. 02/l4/17) Paged of 10
25D -6
medical advice for any reason, including but not limited to, information provided in
connection with the services, the Platform and any content related thereto.
D. If either party breaches this Agreentertt, then the breaching party shall defend, indemnify
and hole{ harmless the non-broaching patty, its officers, agents and employees against all
claims, losses, demands, actions, liabilities, and costs (including, without limitation,
reasonable attorneys' fees and expenses) arising from such breach, In addition, if
Keenan (i) becomes the subject of a subpoena or is otherwise compelled to testify or (.it)
becomes the subject of a claim., demand, action or liability brought or asserted by one of
Client's employees, Plan beneficiaries, or Plan vendors ( "Third -Party Demand ") relating
to the Services and such '117ird -Party Demand is not a direct result of Keenan's
negligence or willful misconduct, then Client shall defend, indemnify and hold Keenan
harmless from all losses, payments, and expenses incurred by Keenan irn resolving such
Third- PartyDemand.
A. LiMI'X. 'I'ION OF LIABLLITY
Notwithstanding anything to the contraryin this Agreement, in no event shall either party be
liable far any punitive damages, fines, penalties, taxes or anyindirect, incidental, or special
damages incurred by the other party, its officers, employees, agents, contractors or
consultants whether or not foreseeable and whether or not based in contract or tort claims
or otherwise, arising out of or in connection with this Agreement even if advised of the
possibility of such damage.
Keenan's liability to Client shall not exceed the amount actually paid by Client under this
Agreement during the period of six (6) months preceding the occurrence of the alleged
damage.
9. RI PCTI' ON
A. In the event of any dispute arising out of or :relating to this Agreement that cannot be
settled through informal discussion or mediation, such dispute shall be resolved by
submission to bitnding arbitration before Judicial Arbitration & Mediation Services
( "JAMS ") or ADR Services, at the claimant's choice, in Orange County, California,
before a retired judge or justice. If the parties are unable to agree on a retired judge or
justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator,
B. In any such arbitration, the parties shall be entitled to take discovery in accordance with
the provisions of the California Code of Civil Procedure, but either party may request
that the arbitrator limit the amount or scope of such discovery, and in determining
whether to do so, the arbitrator shall balance the need for the discovery against the
parties' mutual desire to resolve disputes expeditiously and inexpensively.
C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce
any provision of this Agreement will be awarded reasonable attorneys' fees and costs
incurred in that action, arbitration of proceeding, or in the enforcement of any judgment
or award rendered.
Kee= &I. Assmaees - License P0,151271
6enefit6ridge Sarvie" AgwememoNo DAV
Confidential Foi Clieru Use Only
(Rev.02/ H/17) Page 5 of 10
25D -7
10. TE'RMINAT'ION
A. 'I"he term of this Agreement shall be in effect until the termination date specified in
Section 1 above, unless terminated in accordance with this Section, in which case until
the occurrence date. This Agreement shall be terminated immediately upon.
1. The filing of a voluntary petition (or an involuntary petition that remains unstayed
for sixty (60) days) in barkuptcy by (against) either Partyto this Agreement, or the
dissolution or insolvency of Client;
2. `Ihe enactment of any government or regulatory authority; agency or federal or
state court law, rule or regulation, or the adoption of new interpretations of
existing laws, rules or regulations, or the issuance of any order or policy, which
renders the continued performance by either party under this Agreement unlawful;
The breach of this Agreement by the other party, but only after the terminating
party has given written notice of the breach to the other party, and such breach
continues unrenmedied for a period of thirty (30) days after such notice.
B. Ibis Agreement may be terminated by either Party upon sixty (60) days notice,
C. Any continued performance by the non- breaching party shall not be construed as a
waiver of the other partys right to tennninate the Agreement under this section.
D, All terms of this Agreement (other than Keenan's obligation to provide services and
Client's obligation to pay for future services), shall survive the expiration or termination
of this Agreement.
11, GrNERAL
A. This Agreement, its recitals and all attached exhibits constitute the entire understanding
of the parties related to the subject matter of the Agreement, and supersede all prior and
collateral statements, presentations, communications, reports, agreements or
understandings, if any, related to such matter(s).
B. Notwithstanding any provision herein to the contrary, tlais Agreement is riot intended
anal shall not be construed as creating or conferring any rights or remedies on any third
parties that are not Parties to the Agreement. Enforcement of any remedy for breach of
this Agreement nnay only be pursued by the Parties to this Agreement.
C No modification or amendment to this Agreement shall be binding unless in writing and
signed by authorized representatives of both parties. Any waiver or delay by a party in
enforcing this Agreement shall not deprive that party of the tight to take appropriate
action at a later time or due to another breach, "this Agreement shall be interpreted as if
written jointly by the patties.
D. No failure or delay in exercising any right, power or privilege under this Agreement shall
be construed as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege
under this Agreement.
Keenan & Associates — License # 0451271 -
BenefieMdge Se,vices AgreenwnrNo DAV
Confidenti;d Porclim Use Only
(Rev. 02114/17) Page 6 of 10.
25D -8
E. The invalidity or unenforceability of -,my provision of this Agreement shall not affect the
validity or enforceability of any of the other provisions of this Agreement, all of which
shall remain in full force and effect.
F. This Agreement maynot be assigned by either Party without the prior written consent of
the other Pally,
G. Neither panty shall be liable or deemed to be in default for any delay or faiure in
performance under this Agreement resulting, directly or indirectly, from acts of God,
civil or military authority, acts of public enemy, war, accidents, fires, explosions,
earthquakes, floods, power outages, failure of computer systems, machinery or supplies,
vandalism, strikes, or other work interruptions, or any similar or other cause that is
beyond the reasonable control of either party, Each party shall make a good faith effort
to perform under this Agreement in the event of any such circumstances, and shall
resume full performance of its contract duties once the cause of the delayhas abated.
FE In the event of any dispute relating to this Agreement, the prevailing party shall be
entitled to recover attorneys' fees and casts, including but not limited to, those incurred
in resolving the dispute.
I. Any rule of construction that ambiguities are to be resolved against the drafting Party
shall not be employed in the interpretation of this Agreement, or any amendments or
exhibits hereto.
All notices hereunder shall be in writing and shall be sent to the parties at the addresses
as set forth below, or to such other individual or address as a party may later designate.
Notices shall be sent via personal delivery, courier service, United States mail (postage
pre -paid, return receipt requested), express mail service, electronic mail, or fax. Notice
shall be effective when delivered, or if refused, when delivery is attempted. Notices
delivered during non - working hours shall be deemed to be effective as of the next
business day.
if the notice relates to a legal matter or dispute, a copy shall be sent to:
Keenan & Associates
2355 Crenshaw Blvd., Ste, 200
Torrance, CA 90501
Attn: Legal Department
Fax: (310) 533 -0573
K. This Agreement may be executed in counterparts and by fax signatures and each shall be
deemed to be an original.
Keenan t•L Associates - License u 6151271 --
Benef4fitidye Services Agicement -No DAV
Cnnfidoodal For Chem Use Only
(Rev.02 /H /17) Pape 7 of 10
I , O�
J
L. Each person signing this Agreement on behalf of a parLy represents and warrants that lie
or she has the necessaryauthorityto bind such partyand that this Agreement is binding
on and enforceable against such party.
i of qqtitq "all
Ke gR tn. t
, -&--jA uQc�ia es
BY;
See Attached Signature
D Y;
Title:
A�ddresq,
Address-
2355 Crenshaw Blvd., Ste. 200
Torrance, CA 90501
IdisRhON—SL.
Tee tlxh-one;
1
_1�_q 212 .0363
Am
Keenan & Associates - License # 0451271
IlcnditUdge Services Agreement -No DAV
('�nfidentietl Cot Client Use Only
(Ilxv, 02/14 /F) Page 8 of 10
25D -10
L Each person signing this Agreement on behalf of a party represents and warrants that he
or she has the necessary authorityto bind such part-yand that this Agreement is binding
on and enforceable against such party.
— — - - - - - t.- taj...Lia,
n ciate's
k Asao
Sj 1 —klL L
I n awn:
j9V
See Attached Signature
By_
A�ddtg.a&
20 Civic Center Plaza
M-24
Post Office Box 1988
Address:
2355 Crenshaw Blvd., Ste, 200
Santa Ana, CA 92702
Torrance, CA 90501.
714 647-5340
Tee 1i ng-11
3*10 212-0363
Attention:
Executive Director of
Personnel Services
AlLentlorr
ERaya@8anta-ana.or
--La -g--
E-mail:
----
KeemanN.Associates — Liceime # 045 1271
Benefiffl,idge Su Aces Agrcemum-No DAV
Confidential For Client Use Only
(Rev. 021 [ W 17) Page 8 of 10
25D -11
ATTEST:
MARIA HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
fay: C�c t•UtG
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
ED RAYA
Executive Director of Personnel Services
CITY OF SANTA ANA
GERARDO MOUE"T`
Acting City Manager
25D -12
EXHIBIT A.
Platform Services avid Reports
it'1 f�)1,'Itt SeYVICCS :111(1 �,(:�fiS_
A. 'Ilia Platform provides the following services:
1. Benefit administration functionality including the ability to manage eligibility
rules for various classes of employees /dependents;
2. Online enrollment functions enabling employee self - service or Client enrollment
on the Client's employees' behalf;
3. Benefits billing and eligibility functions including the abilityto create and
transmit carrier - billing reports;
4, The ability to communicate general health and welfare information and for the
Client to upload documents and web links germane to the Client;
5. Other useful content as Keenan deems appropriate,
B� With respect to the Platform, Keenan will:
1, Maintain the Platform and keep its contents updated and current;
2. Provide technical support to the Client;
3. Provide training on the Platform to the Client's Hunlrm Resources users and for
employee trainers;
4. Provide implementation support including the loading of the plan designs, the
efigibilityrules, Client census files, initial user data and other data required to
enable the Platform;
5. Provide annual updates to plan designs and related eligibilityrules stored in the
Platform;
G. tdentifyernployees, dependents, and retirees who are enrolled in plans for which
they are defined as ineligible;
7. Set up data transfers with the Client's carriers;
S. Ensure that standard reports are available for the Client's census, carrier bills and
related benefits.
C. With respect to the Platform, the Client will:
1. Maintain user passwords and accounts for any employees given access;
2. Provide initial census data files;
3. Work with Keenan to acquire carrier membership files;
4. Work with Keenan to fully define eligibility r-liles.
Keenan &4lssociates - License H 0451271
6enefi(Blidge Services AgreemenrNo DAV
Cunfidentinl Pm Cbenc Use Only
($rv, 02/14/17) Page 9 of to
25D -13
EXH M B
Enhanced Services Option
Definitions
a. Futuris Qatve An Enhancement that will allow retirees and plan participants
approaching retirement age to access options for Medicare supplement insurance
products. This Enhancement is available onlyto those Clients who have executed a
Supplement Services Addendum for Retiree Medical Services.
b. Voluntary Benefits, An Enhancement that will allow employees to access, apply for,
and purchase, on an individual basis, certain elective benefits that are not included in
Client's benefit plans. Depending upon carrier practices Client may be required to
collect premiums (e.g., payroll deduction) and submit to carriers.
c. Age Out Options, An Enhancement that permits Keenan to use data from Benefit
Bridge to identify dependants approaching 26 and alert them that they will no longer
be eligible on their parents' plan and provides options for them to explore and/or
Purchase individual coverage,
2. Client hereby authorizes Keenan to install all Enhancements on its BenefitBridge Platform
EXCEPT' the following (check anyEnhancements that you do NOT want);
a. Futuris Care
b. Voluntary Benefits
c, Age Out Options
3. Data stored on BenefitBridge may be transmitted electronically to carriers and other
Vendors ( "Vendors ") to facilitate the application for and /or enrollment in products and
programs offered through the Enhancements. No Data will be transmitted unless an
individual has, through the use of an Enhancement, elected to purchase or participate in the
Vendor's product or program.
4. The Enhancements will be installed without charge to Client. It is understood and agreed
that Keenan may be compensated by the Vendors it exchange for facilitating the
application /enrollment process by transmitting the data electronically from BenefitBridge,
and that Keenan may receive a commission from one or more Vendors as a result of the sale
of their products orprogralns to an individual employee.
Keenan & Associate, — License H 0451271
BeneficUdge Services Agreement -No DA4
Confidential Cos Client Use Only
(Rev, 021 14/ 17) Page 10 of 10
25D -14
BUSINESS ASSOCIATE AGREEMENT
111is Business Associate Agreement (the Agreement) is entered into June 1, 2017 ( "Effective Date ") by and
between City of Santa Ana, the sponsor ( "Sponsor ") of one or more health plans (collectively referred
hereafter to as the "Plan ") and Keenan 8c Associates (Business Associate).
WHEREAS, the Sponsor has independently contracted with Business Associates to provide services to, for
or on behalf of the Plan; and
WHEREAS, Plan wishes to allow the Business Associate to have access to'PF1l including but not limited to,
EPHI that is either provided to the Business Associate by the Plan or received and created by the Business
Associate on behalf of the Plan in the course of providing its services to, for or on behalf of the Plan;
WHEREAS, the Plan is required to comply with 1-IIPAA (including, but not limited to, its Privacy
Rule and SecurityRule), and other governmental regulations relating to the privacyand securityof individuals'
personally identifiable information.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged,
Plan and Business Associate agree as follows;
DEFINITIONS
Catch -all definition:
Terms used, but not otherwise defined, um this Agreement shall have the same meaning as those terms
in 45 CPR % 160.103 and 164.501.
S ecific defrndlttQns:
(a) tir_Assac'< e "Business Associate" shall generally have the same meaning as the term
"business associate" at 45 CPR 160.103, and un reference to this Agreement, shall mean Keenan &Associates,
(b) Bteaclr shall have the same meaning as the term "breach" in 45 CTR § 164.402
(c) Coveted En tits shall generally have the same meaning as the term "covered entit -y" at 45 CPR
160.103, and in reference to this Agreement shall mean the health and welfare benefits plans sponsored by
the entitythatis signatoryto this Agreement.
(d)Ij,idi-yjAu,ji shall have the same meaning as the term "individual" in 45 CFR § 164.501 and shall
include a person who qualifies as a personal representative in accordance with 45 CPR 164.5020.
(e) ri , c Itu e. shall mean the Standards for Privacyof IndividuallyIdentifiable Health Information
at 45 CPR Part 160 and Part 164, Subparts A and E.
Keenan 4S; Associates — Liccuso V0451271
Business Associate COtlUSCt(ScatleAly)
(Ray.07 /29/r3)
Page 1 of 8
fti Ctrs
25D -15 Exhibit 2
(f) Protected, Beal# W- fo- gnsttion_.C`_PHjn shall have generally the same meaning as the term
"protected health information" in 45 C:F.It § 164.501, and for this Agreement shall be limited to the
information created or received by Business Associate from or on behalf of the Covered Entity.
(g) ��eqmt-arx shall mean the Secretary of the 'Department of Health and Human Services or his
designee.
(h) SS unity stale shall mean the Security Standards for the Protection of Electronic Health
Information at 45 CPR Part 160 and Part 164, Subpart A and C.
(t) Eleclrarxic PI -PIIII shall have the meaning found in the Security Rule 45 CPR, Section
160.103.
(j) Secuily -.n ident shall have the same meaning as the term "security incident" in 45 CPR Parts
160 and 164, subparts A and C
(1t) -UIPAA Itrilles shall mean the Privacy, SecuritT; Breach Notification, and Enforcement Rules at
45 CPR Pan 160 and Pan 164.
(1) )es3mnqitd-&carct 5c,1 shall have the same meaning as the tern "designated record set" in 45
CPR. 164.501.
(m) Subcontrpic,ttnr shall have the saute meaning as the terns "subcontractor" in 45 CFR §160.103
(n) IJnsecurecl PI1I shall have the meaning given the term "unsecured protected health information
in 45 CPR § 164.402.
QBLT,QATIOlNja AND ACTS TTP'S OF BUSINESS ASSOCIATE
Business Associate agrees to:
(a) Business Associate agrees to not request, use, or further disclose PHI other than as perndtted
or required bythe Agreement or as permitted or required bylaw.
(b) Business Associate agrees that it shall utilize appropriate physical, administrative and technical
safeguards to ensure that the PI -1I is not used or disclosed in any manner inconsistent with this Agreement.
Such safeguards shall include, but not be limited ton (1) establishing policies and procedures to prohibit any
employee of Business Associate, who does not have a reasonable need for the PHI in order to accomplish an
authorised use or disclosure, from accessing such information and to inform all employees of Business
Associate N,vhose services may be used to fulfill obligations under this Agreement of the terms of this
Agreement; and (2) disclosing to any agent, Subcontractor or other third party, and requesting from Covered
Entity, onlythe minimum PI-11 necessaryto accomplish the intended purpose of the use, disclosure or request.
('-31 taimum necessary' shall be interpreted in accordance with the I-IIPAA Rules) Business Associate shall
provide Covered Entity with such information concerning the safeguards as Covered Entity may reasonably
request from time to time.
Keenan & Assoei,,tcs — License 40451371
Busincss' Associate Contract (SeAttleRlay)
(Rev. 07/29/13)
Page 2 of S
25D -16
(c) Use appropriate safeguards, and comply with Subpart C of 45 CSR Part 164 with respect to
electronic Pill, to prevent use or disclosure of PIII other than as provided for bythe agreement.
(d) Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known
to Business Associate of a use or disclosure of PIII by Business Associate in violation of this Agreement.
(e) Business Associate agrees to report to Covered Entity, in writing, ,my use or disclosure by
Business Associate of PIII not permitted by this Agreement promptly after Business Associate's first
awareness thereof, including but not limited to, any discovery of any inconsistent use or disclosure by
Subcontractor of Business Associate.
(f) Report to Covered. Entity any use or disclosure of PIII not provided for bythe Agreement of
which it becomes aware, including breaches of Unsecured PIT information as required at 45 GTR 164.410
(without unreasonable delay, and, in no case later than 10 calendar days after discovery of a Breach), and any
security incident of which it becomes aware.
(g) Business Associate agrees to require that anySubcontractor, to whom itprovides PIII received
from, or created or received byBusiness Associate on behalf of Covered Entity, execute a Business -Associate
Agreement acknowledging its compliance with the HIPAA Rules.
(h) Business Associate agrees to provide access to PH, at the request of Covered Entity, and in
the time and manner reasonablydesignated by Covered Entity, to Covered Entity, or, as directed by Covered
Entity, to an Individual in order to meet the requirements under 45 CFR 164.524 (within 30 days after receipt
of the request unless there is a 30 day extension.)
(i) Business Associate agrees to make any amendment(s) to PIII that the Covered Entity directs
or agrees to pursuant to 45 CPR 164.526, and in the time and manner reasonably designated by Covered
Entity, un a Designated Record Set, or take other measures as necessaryto satisfy Covered Entitys obligations
under 45 C FR 164.526 no later than 60 days after the receipt of the request.
Q) Business Associate agrees to make its internal practices, books and records relating to the rise
and disclosure of the PIII available to the Secretaryorthe Secretary's designee for the purposes of determining
Covered Entity's compliance with the IIIPAA Rules. Business Associate shall immediately notify Covered
Entity of its receipt of any such request for access, but in no case later than 60 days after the receipt of the
request.
(k) Business Associate agrees to document such disclosures of PIII to the extent necessary for
Covered Entity-to respond to a request by an Individual for an accounting of disclosures of PHI in accordance
with 45 CFR S 164,528 no later than 60 days after the receipt of the request.
(1) h1aintain and make available the information required to provide an accounting of disclosures
to either the Covered Entity, or the Individual, as necessary to satisfy Covered Entity's obligations under 45
CTR 164 -528 within 60 days after receipt of the request.
(m) Business Associate agrees to provide Covered Entity, in the time and manner reasonably
designated by Covered Enmity, information collected in accordance with Section (1) on page 3 of this
Kecon & Associmcs - License 60451271
Business Amciete Cnnhnct (Scmterdny)
(,Rev. 07f 297 L7)
Page, } of g
!1 nir -s
25D -17
Agreement, to permit Covered Entity to responcl to a request by an Individual for an accounting of disclosures
of PI-11 in accordance with 45 CPR 164.528 no later than 60 days after the receipt of the request.
(n) Business Associate agues to provide information and documentation concerning Business
Associate's compliance with this Agreement to the extent reasonably requested by Covered Entity as necessary
to permit to respond to third parties' inquiries of aund /or claims against Covered Entity relating to use and/or
disclosure of PI-11 and /or for Covered Entity to comply with law(s) relating to its monitoring of compliance
with this Agreement. Business Associate shall, upon Covered Entity's request, certifyto Covered Entitythat
it complies with the terms of this Agreement (no .later than 60 days after the receipt of the request.
P ITTED USES AND DISCI OS�jILFS Si l3LiSINESS A554JS�CA CT'
(a) Except as otherwise limited in this Agreement, Business Associate mayobtain and/or use PH
as necessary to perform its obligation to provide services to, for, or on behalf of the Plans, so long as such
access and /or use is either permitted or required by law and, provided further, that Business Associate has
met all legal requirements for such access and /or use. This specifically includes, but is not limited to, Business
Associate's access and /or use of PHI as necessary to perform the services set forth in the service agreement
between Business .Associate and Sponsor.
(b) Business Associate may not use or disclose PH[ in a manner that would violate the I-IIPAA
Rules. If the Agreement permits the Business Associate to use or disclose PHI for its own management and
administrnttion and legal responsibilities, or for data aggregation services, then disclosure is permitted for the
specific uses and disclosures set forth below.
i) Business Associate may use PHI for proper management and administration of the
Business Associate, or to carryout the legal responsibilities of the Business Associate.
h) Business associate may disclose PFH for the proper management and administration of
Business Associate or to carry out the legal responsibilities of the Business Associate,
provided the disclosures are required by law, or Business Associate obtains reasonable
assurances fromthe person to whom the information is disclosed that the information will
remain confidential and used, or fr.uthcr disclosed, only as required by law or for the
purposes for which it was disclosed to the person, and the person notifies Business
Associate of any instances of which it is aware in which the confidentiality of the
information has been breached.
iii) Business Associate may provide data aggregation services relating to the health care
operations of the Covered Entity.
(IBLIGATIONS OF COVERED ENTITI'
(a) Covered Entity shall provide Business Associate with the notice of privacy practices that
Covered Entity produces in accordance with 45 CPR S 1.64.520, as well as any changes to such notice.
Keennn & Associate— License 110451271
BLI lhwss Associato Conunct (Sm¢enlay)
(Rev. 07 /29/13)
Page 4 of 8
A" %!a,
25D -18
(b) Neither Sponsor nor Covered Entity shall request Business Associate to use or disclose PI-II
in any rnanner that would not be permitted or required bylaw if done by Covered Entity,
(c) Covered Entity shat! notify Business Associate in writing of any restriction to the use or
disclosure of PIII that Covered Entityhas agreed to in accordance with 45 CFR § 164.522.
MEMNIPI .ATI N
(ai) Business Associate agrees to indemnify, defend, and hold harmless the Covered Entity, its
trustees, officers, directors, employees, agents, or representatives, from anyclaim or penaltyarising out of any
improper use and /or disclosure of PHI in violation of the Privacy Regulation, to the extent that such improper
use and /or disclosure resulted from Business Associate's negligence or failure to comply with the terms of
this Agreement or the Privacy Regulation.
(b) The Sponsor and Covered Entity agree to indemnify, defend and hold harmless Business
Associate and /or all of Business Associate's officers, directors, employees, agents, or representatives, from
any claim or penalty from any improper use anti /or disclosure of PHI, to the extent that such improper use
and /or disclosure resulted from the Sponsor's or Covered E atity's negligence, failure to comply with the
terms of this Agreement or the Privacy Regulation, or was based upon the Sponsor's or Covered Entity's
written direction to use and /or disclose PIT in the manner challenged.
SECURITY
Business Associate agrees to:
a) Implement safeguards that reasonably and appropriately protect the confidentiality;
integrity, and availability of the electronic PI -II that it creates, receives, maintains, or transmits on behalf of
the Cknvered Entity;
ii) Ensure that any Subcontractor, to whom it provides this information agrees to
implement reasonable and appropriate safeguards;
iu) Report on a quarterly basis to the Covered Entity, in writing, any Security Incident
involving Covered Entitys data. If, however, a Security Incident results in the unauthorized disclosure of
Unsecured PHI, Business Associate shall notify Covered Entity in accordance with the Breach notification
provisions below.
iv) Notify Covered Entity no later than ten (10) days after discovery of a Breach of
Unsecured PE-U
v) Performthe four factor riskassessuient of anyBreaeh that is discovered in accordance
with the I-IIPAA Rules to deten- nine if notification is required, and advise Covered Entity of its findings.
Covered Entity has 60 clays from the discovery date of a reportnbte Breach to report said
Breach to the Individual and I-IHS (if Breach involves 500 or more Individuals.)
Kcennn & As.aciatrs - License HO,151271
[Business Associate Commut (SnatterJay)
(Rev. (17/29/ 17)
page 5 of 3
f1 \if;ti
25D -19
vi) Make its policies and procedures, and documentation required by this subpart slating
to such safeguards, available to the Secretary for purposes of determining the Covered Entity's compliance
with 45 CFR Parts, 162 and 164 and;
vin) Authorize termination of the contract by the Covered Entity if the Covered Entity
determines that the Business Associate has violated a material term of the contract.
�'�t�r,fa�d "T,crnains =tti
(a) 'The Term of this Agreement shall be effective as of the effective date herein and shall
terminate when all of the PF II provided by Covered Entity to Business Associate, or created or received by
Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is
infeasible to rearm or destroy PHI, protections are extended to such information, in accordance with the
tenrti.nation provisions in this Section or on the date Covered Entity terminates for cause as authorized its
paragraph (b) of this Section., whichever is sooner.
(b) Upon Covered Entity s knowledge of a material Breach by Business Associate, Covered
Entity shall provide an opportunity for Business Associate to cure the breach or end the violation and
terminate this Agreement. If the Business Associate does not cure the breach or end the violation within the
time specified by Covered Entity; Covered Entity shall have the right to immediately terminate this
Agreement. Stich termination shall not abrogate any rights which Covered Entity has against Business
Associate forviotation of this Agreement.
(c) Upon termination of this Agreement for any reason, Business Associate, with respect to PPiC
received from Covered Entity, or created, maintained, orreceived by Business Associate on behalf of Covered
Entity, shall:
1) Retain onlythat PFII which is necessary for Business Associate to continue its proper
management and administration or to carry out its legal responsibilities;
ii) Return to Covered Entity (or, if agreed to by Covered Entity, destroy) the remaining
PHI that the Business Associate still maintains in anyform;
iii) Continue to use appropriate safeguards and comply with the H1PAA Rules regarding
the use and disclosure of the PHI, for as long as Business Associate retains the PHI;
iv) Not use ordisclose the PHI retained byBusiness Associate other than forthe purposes
for which such PI-II was retained and subject to the same conditions which applied prior to termination; and
v) Return to Covered Entity (or, if agreed to byCovered Entity, destroy) the PHI retained
by Business Associate when it is no longer needed by Business Associate for its proper management and
adir inistration or to carryout its legal responsibilities,
Miscellaneous
(a) A reference in this .Agreement to a section in the Privacy Rude means the section as in effect
or as amended, and for which compliance is required.
Keennn & AssociaLLe%— Lieensc P095127 t
Boshiess Associate COMI -act (Scats <n hy)
(Rev. 07/29/( })
Page 6 of 8
h pies
25D -20
(b) No modification, amendment, or waiver of any provision of this Agreement will be effective
unless in writing and signed by the party to be charged. The Parties agree to take such action as is necessary
to amend this Agreement from time to time as is necessary for Business Associate and Covered Entity to
co triply with the requirements of the I7fPAA Rules,
(c) Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits both
patties to comply with the HIPAA Rules and /or other applicable law.
(d) Notices:
(i) All reports or notices to Covered Entity pursuant to this Agreement shall be sent to
the names and addresses listed on the signature page, or to such other individuals and /or addresses as a party
may later designate in writing. Unless expressly prohibited under the I IPAA Rules, such notices and reports
may also be sent via email.
(h) All such reports or notices shall be sent byFirst Class Nbil or express courier service,
and shall be deemed effective when delivered, or if refused, when delivery is attempted.
(e) Nothing expressed or implied in this Agreement is intended to confer, nor shall anything
herein confer, upon any person other than the Sponsor, Covered Entity, Business Associate, and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
(1) This Agreement constitutes the complete agreement of the parties relating to the access, use,
disclosure and security of PM and, except as otherwise provided herein, supersedes all prior representations
or agreements, whether oral or written, with respect to the confidentiality and securityof PI L
(g) The parties hereby agree and affirm that the subject matter of this Agreement is unique, and
that it may be impossible to measure the damages which would result to Covered Entity from violations by
Business Associate of the agreements set forth herein. Accordingly, in addition to any other remedies which
Covered Entitymayhave at law or in equity, the parties hereby agree that either pang shall have the right to
have all obligations and other provisions of this Agreement specifically performed by the other party, as
applicable, and that either party shall have the right to seek preliminary and permanent injunctive relief to
secure specific performance, and to prevent a breach or contemplated breach, of this Agreement, without, in
any case, proof of actual damages.
(h) Disputes arising out of or relating to this Agreement which cannot be resolved by negotiation
between the parties shall be submitted to non - binding mediation. If the dispute is riot resolved through
mediation, it shall be resolved by final and binding arbitration administered byJA% dispute resolution service
pursuant to its Streamlined Arbitration Rules and Procedures, or such other arbitration procedures as agreed
to in writing by the Parties. Negotiation, mediation, and arbitration shall be the exclusive means of dispute
resolution between the parties and their respective agents, employees and officers. The site of the arbitration
shall be in Orange County, California. A judgment of any court having jurisdiction may be entered upon the
award.
IN WITNESS WHEREOF, the parties hereto hereby set their hands as of the date first above
written.
Kemmn & Associates - License P,0451271
F3osiness Associate, C,ontrac�(Srrtterdayl
(Rev.07 /29 /0)
Page 7 of 3
buss
25D -21
Kecotio & Associates - Li raise 40451271
Business Associ nle ContIoN (Soatbmlay)
(Rev. 07/29113) page 8 of 8
ii ins
25D-22
Keenan & Associates
City of Santa Ana, as Sponsor and
Representative of the Plan(s)
Signature:
Signature:
By:
See Attached Signature
By:
John Scatterdiy
Page
-YI7t-Ic—
:
Title:
Senior Vice President
—Ste.—
Address:
20 Civic Center —Plaza,
--Xddress:—
2355 —Crenshaw Blvd.,
M-24
200
Post Office Box 1988
--Santa `—Ana, 'C—A —927'-02
Torrance, CA 90501
Telephone:
714 647-5340
Telephone:
310 212-0363
Director of Personnel
Attention:
Privacy Officer
Services
Kecotio & Associates - Li raise 40451271
Business Associ nle ContIoN (Soatbmlay)
(Rev. 07/29113) page 8 of 8
ii ins
25D-22
ATTEST:
MARIA IIIJIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Laura A, Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
EDRAYA
Executive Director of Personnel Services
CITY OF SANTA ANA
GERARDO MOUET
Acting City Manager
25D-23
25D -24